Petronet LNG Limited

Petronet LNG Limited P E TRONET

L I M I T e D

Rcgd. Office: World Trade Centre. Babar Road. Barnkhamba Lane. New Delhi - I I 000 I Phone: 0 11-23411411. Fax: 011- 23472550. Cl : L74899DL l998PLC093073

Email: in [email protected], Company's website: www.petronellng .in PAN: AAACP8 148 D GST: 07AAAC PS 148D IZI

ND/PLL/SECTT/REG . 34//202 1

The Manager BSE Limited Ph iroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 00 I

2'"1 September 2021

The Manager Nationa l Stock Exchange of India Ltd. Exchange Plaza, Bandra Kurla Complex Sandra East, Mumbai - 400 051

Sub: Intimation under Regulation 34 ofSEBI (LODR) Regulations, 2015- Notice of23 rd Annual General Meeting along with the Annual Report of the Company for the Financial Year 2020-21

Ref.: Letters dated ISth June, 2021 and 11 11'August,2021

Dear Sir / Madam,

In continuation of our letters dated I 8th June 2021 and 11 th August, 2021 , whereby it was informed that 23 rd

Annua l General Meeting (23 rd AGM) of the Members of the Company wi ll be held on Tuesday, the 28th day of September, 2021 at 3.00 p.m. (1ST) through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM ") in terms of the provisions of Companies Act 20 13 and SEBI (LO DR) Regulations, 2015 and in accordance with the relevant circulars issued by th e Ministry of Corporate Affairs and the Securities and Exchange Board of India, please find enclosed herewi th the Annual Report of the Company for the Financia l Year 2020-2 1 wh ich includes the Notice of 23 rd Annual General Meeting of the Company as Annexure-A.

Further, the details regarding the Record Date for the purpose of Final Dividend for the Financial Year 2020-2 1, e-voting details, cut-off date, Book closure date and details regarding Dividend Payment has already been informed through our above mentioned letters.

The Notice of23"" AGM along with the Annual Report 2020-21 i al o placed at the website of the Company at hltp ://www.petronetlng.in and on the website ofe-voting agency i.e. Central Depository Services (India) Limi ted (CDSL) at www.evot ingindia.com .

The Resolutions, if passed by the requisite majority, sha ll be deemed to have been passed on the date of the 23 rd

AGM i.e. 28 th day of September, 2021.

The above is for your kind informat ion & records please.

Thanking you,

Encl: as above

Copy to:

National Securities Depository Ltd. Central Depository Services (India) Limited Bigshare Services Private Limited, RTA of the Company

Oahe_j LNG Tcrminlll: GIDC Industrial Estate, Plot o. 7//\ . Dahcj Taluka Vagra. Disu. Bharuch - 392130 (G ujarat) Tel.: 0264 1-257249 Fax· 0264 1-257252

Yours faithfully,

(Rajan Kapur) CGM & Vice President- Company Secretary

Kochi LNG Terminal: Survey No. 34 7. Puthuvypu P.O. 682508, Kochi Tel. · 0484-2502268

SHAPING THE DREAMClean India with Green India

ANNUALREPORT2020-21

Annexure-A

PETRONET

LIMITED

ANNUALREPORT2020-21

Petronet LNG Limited, one of the fastest growing world-class Companies in the Indian energy sector, has set up the country’s first LNG receiving and regasification terminal at Dahej, Gujarat and another terminal at Kochi, Kerala. While the Dahej Terminal has a nominal capacity of 17.5 MMTPA, the Kochi Terminal has a capacity of 5 MMTPA. Petronet’s Terminals today account for around 40% gas supplies in the country and handle around two third of LNG imports in India.

Petronet LNG is at the forefront of India’s all-out national drive to ensure the country’s energy security in the years to come. Formed as a Joint Venture Company by the Government of India to import LNG and set up LNG terminals in the country, it involves India’s leading oil and natural gas industry players. Our promoters are GAIL (India) Limited (GAIL), Oil & Natural Gas Corporation Limited (ONGC), Indian Oil Corporation Limited (IOCL) and Bharat Petroleum Corporation Limited (BPCL). The authorized share capital of the Company is Rs. 3000 Crore divided into 300 Crore Equity Shares of Rs. 10 each and paid up share capital of the Company is Rs. 1500 Crore divided into 150 Crore Equity Shares of Rs. 10 each.

• Bharat Petroleum Corporation Limited (BPCL)

• GAIL (India) Limited (GAIL)

• Indian Oil Corporation Limited (IOCL)

• Oil and Natural Gas Corporation Limited (ONGC)

About Petronet LNG

Promoters

PETRONETLNGLIMITED

ANNUALREPORT2020-21

1. Corporate Information 3

2. Brief Profile of Director(s) 4-8

3. Performance Highlights 9

4. Vision, Values and Mission 10

rd 5. Notice - 23 Annual General Meeting 11-37

6. Directors’ Report 38-48

• Annual Report on CSR Activities 49-54

• Form No. AOC-2 55

• Particulars of Employees pursuant to Section 197 of 56-58

Companies Act, 2013

• Secretarial Audit Report 59-62

• Management Discussion and Analysis 63-79

• Report on Corporate Governance 80-110

• Business Responsibility Report 111-120

7. Independent Auditors Report on Standalone Financial Statements 121-130

8. Standalone Financial Statements 131

• Balance Sheet 132-133

• Statement of Profit and Loss 134

• Cash Flow Statement 135-136

• Statement of changes in Equity 137-138

• Notes to the Accounts 139-185

9. Independent Auditors Report on Consolidated Financial Statements 186-192

10. Consolidated Financial Statements 193

• Balance Sheet 194-195

• Statement of Profit and Loss 196

• Cash Flow Statement 197-198

• Statement of changes in Equity 199-200

• Notes to the Accounts 201-250

rd 11. Instructions for remote e-voting and e-voting during 23 AGM 251-254

Table of ContentsS.No. Particulars PageNo.

ANNUALREPORT2020-21PETR.ONET L ... <;;; LIMITED

PETRONETLNGLIMITED

BOARD OF DIRECTORS

Shri Shrikant Madhav VaidyaNominee Director (IOCL)

Shri Subhash KumarNominee Director (ONGC)

Shri Manoj JainNominee Director (GAIL)

Shri Sanjeev Kumar Nominee Director (GMB/GoG)

Shri Akshay Kumar SinghManaging Director & CEO

Shri Arun Kumar SinghNominee Director (BPCL)

Shri Pramod NarangDirector (Technical)

Shri Vinod Kumar MishraDirector (Finance) & CFO

Shri Rajan Kapur CGM & Vice President - Company Secretary

Company Secretary

Shri Tarun KapoorChairman (Non-Executive)

Dr. Siddhartha Shekhar SinghIndependent Director

Shri Sidhartha PradhanIndependent Director

Shri Sunil Kumar Srivastava Independent Director

Shri Arun KumarIndependent Director

Amb. Bhaswati MukherjeeIndependent Director

ANNUALREPORT2020-21

3

Board of DirectorsShri Tarun Kapoor Chairman

Shri Akshay Kumar Singh Managing Director & CEO

Shri Pramod Narang Director (Technical)

Shri V. K. Mishra Director (Finance) & CFO

Shri Manoj Jain Director (Nominee – GAIL)

Shri S. M. Vaidya Director (Nominee – IOCL)

Shri Arun Kumar Singh Director (Nominee – BPCL)

Shri Subhash Kumar Director (Nominee – ONGC)

Shri Sanjeev Kumar Director (Nominee – GMB/GoG)

Shri Sidhartha Pradhan Independent Director


Dr. Siddhartha Shekhar Singh Independent Director

Shri Arun Kumar Independent Director

Amb. Bhaswati Mukherjee Independent Director

Company SecretaryShri Rajan Kapur

Bankers and Financial Institutions1. Axis Bank

2. Bank of Baroda

3. Canara Bank

4. Citi Bank N.A.

5. Credit Agricole Corporate and Investment Bank (CACIB)

6. HDFC Bank Ltd.

7. ICICI Bank Ltd.

8. Indusind Bank Ltd.

9. Indian Bank

10. International Finance Corporation (IFC)

11. Kotak Mahindra Bank

12. Qatar National Bank (QNB)

13. Sumitomo Mitsui Banking Corporation (SMBC)

14. State Bank of India

15. The Bank of Nova Scotia

16. The Hongkong & Shanghai Banking Corporation Ltd. (HSBC)

Statutory AuditorM/s T. R. Chadha & Co.

B-30, Connaught Place, Kuthalia Building, New Delhi-

110001 Tel: 011 – 43259900/41513059/41513169

Fax: 011 - 43259930

email: [email protected]

Cost AuditorM/s Chandra Wadhwa & Co.

1305 & 1306, Vijaya Building,

17, Barakhamba Road, New Delhi 110001

Tel: 011-23738187,40254232

email: [email protected],

[email protected]

Secretarial AuditorM/s A. N. Kukreja & Co.

Practising Company Secretaries,

E-147 A/1, Naraina Vihar, New Delhi – 110028

Tel: 011 – 64705555

Fax: 011 - 25892575

email: [email protected]

Registrar & Share Transfer Agent (RTA) Bigshare Services Private Limited

1st Floor, Bharat Tin Works Building,

Opp.Vasant Oasis, Makwana Road,

Marol, Andheri (East), Mumbai 400059

Tel: 022-62638200, 011-42425004,

011-47565852 | Fax: 022-62638280

Email: [email protected]

Website: www.bigshareonline.com

World Trade Centre,Babar Road, Barakhamba Lane,New Delhi - 110001Tel. : 011-23411411, 011-23472525Fax : 011-23472550Website: www.petronetlng.in

Registered OfficeGIDC Industrial Estate,Plot No.7/A, Dahej,Taluka: Vagra, Distt.: Bharuch,Gujarat - 392130Tel. : 02641- 300300/301/305Fax : 02641- 300306/300310

Dahej LNG TerminalSurvey No. 347,Puthuvypu (Puthuypeen SEZ)P.O. 682508, Kochi, KeralaTel. : 0484-2502259/60,Fax : 0484-2502264

Kochi LNG Terminal

PETR.ONET L ... <;;; LIMITED

-------------------------

PETRONETLNGLIM

ITED

4

Sh

ri Taru

n K

ap

oo

r, (DIN

: 00

03

07

62

) (ag

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59

yea

rs) is Se

creta

ry to th

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ove

rnm

en

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dia

in th

e M

inistry

of P

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leu

m a

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tura

l Ga

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em

be

r of th

e In

dia

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dm

inistra

tive S

ervice

with

ove

r 34

yea

rs e

xp

erie

nce

at th

e S

tate

an

d N

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na

l leve

ls. He

is an

Ele

ctrical E

ng

ine

er w

ith M

aste

rs in B

usin

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min

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is are

as o

f sp

ecia

lisatio

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re S

ola

r En

erg

y an

d H

ydro

Po

we

r.

Be

fore

takin

g o

ver a

s Se

creta

ry, Min

istry of P

etro

leu

m a

nd

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tura

l Ga

s, Mr K

ap

oo

r wa

s po

sted

as V

ice

Ch

airm

an

, DD

A. H

e h

as w

orke

d a

s Ad

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ief S

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the

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te o

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ach

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a

fter va

riou

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pa

rtme

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m tim

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time

like P

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ore

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od

an

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ivil Su

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lies,

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e h

as a

lso w

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ag

istrate

for S

him

la a

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ba

Districts a

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ha

s also

w

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td.

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ran

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ha

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as Jo

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tary in

the

Min

istry of N

ew

an

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ab

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ve

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dia

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fter N

atio

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l So

lar M

ission

for o

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tern

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onfe

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em

inars m

ain

ly in th

e a

rea o

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able

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Sh

ri Taru

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ap

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xecu

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Shri A

kshay K

um

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IN: 0

3579974) (a

ged 6

0 ye

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vete

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transn

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importa

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r to jo

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as D

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es in

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r his

lea

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dia

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sn

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ltipro

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pa

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as co

mp

lete

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oth

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ctor in

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a ca

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years,

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deve

lopm

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corp

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en

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ple

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ran

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vel (D

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atu

ral G

as P

ipe

line

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cord

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of 1

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spe

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wa

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pp

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by th

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an

d C

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oo

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el fo

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spo

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tura

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cou

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missio

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GR

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wa

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lop

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mb

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utio

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orkin

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for M

ah

an

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as L

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pa

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h h

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in th

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rma

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int-ve

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d

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lop

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two

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rad

ha

nu

sh G

as G

rid L

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qu

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ach

by IO

CL

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NG

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ectin

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ll state

cap

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orth

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cap

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con

sortiu

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), BP

CL (2

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xecu

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of o

ne

of

wo

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ng

est L

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pip

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me

ly Ka

nd

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ora

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avin

g ca

pe

x of IN

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88

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rore

s. H

e a

lso se

rve

d a

s Ch

airm

an

of IH

B L

imite

d a

nd

as D

irecto

r at Ta

lche

r Fe

rtilizers L

imite

d a

s we

ll as

An

dh

ra P

rad

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Ga

s D

istribu

tion

Co

rpo

ratio

n L

td.

Mr. S

ing

h is

a M

ech

an

ica

l En

gin

ee

r from

MIT, M

uza

ffarp

ur a

nd

Po

st Gra

du

ate

in T

urb

o M

ach

ine

ry from

S

ou

th G

uja

rat U

nive

rsity.

Sh

ri Aksh

ay K

um

ar S

ing

hM

anagin

g D

irecto

r & C

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BR

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PR

OF

ILE

OF

DIR

EC

TO

RS

Sh

ri Vin

od

Ku

mar M

ish

raD

irecto

r (Fin

ance

) & C

FO

Sh

ri Vin

od

Ku

ma

r Mis

hra

, (DIN

: 08

12

51

44

) (ag

ed

58

yea

rs) join

ed

PL

L in

Ap

ril 20

18

an

d h

as rich

exp

erie

nce

o

f ab

ou

t 3 d

eca

de

s in th

e a

rea

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orp

ora

te F

ina

nce

, Dire

ct an

d In

dire

ct taxe

s, trea

sury M

an

ag

em

en

t, Ga

s M

arke

ting

etc.

Sh

ri. Mish

ra is C

ha

rtere

d A

cco

un

tan

t an

d a

lso h

old

s a d

eg

ree

in L

aw

an

d M

BA

(Fin

an

ce). H

e is a

lso C

o-

cha

irma

n, H

ydro

carb

on

Co

mm

ittee

, PH

D C

ha

mb

er o

f Co

mm

erce

an

d In

du

stry (PH

DC

CI).

Sh

ri Mish

ra h

as w

orke

d in

a M

ah

ara

tna

Co

mp

an

y, GA

IL(In

dia

) Lim

ited

for m

ore

tha

n 2

7 ye

ars. H

e a

lso h

eld

th

e p

ositio

n o

f Dire

ctor in

GA

IL G

lob

al U

SA

,INC

, Ho

usto

n(U

SA

), a w

ho

lly-ow

ne

d su

bsid

iary co

mp

an

y of

GA

IL(In

dia

) Lim

ited

, ha

ving

glo

ba

l foo

tprin

t in th

e g

lob

al L

iqu

efie

d N

atu

ral G

as (L

NG

) trad

e.

0

ANNUALREPORT2020-21

5

Shri Pramod NarangDirector (Technical)

Shri Pramod Narang, (DIN: 07792813) (aged 58 years) is 1984 batch Mechanical Engineer from Karnataka Regional Engineering College (KREC), Surathkal (now NIT, Surathkal). He joined the Pipelines Division of Indian Oil Corporation Ltd. in 1985 as a Graduate Engineer Trainee, thereafter rising to the rank of Executive Director in the company.

With over 36 years‚ experience in oil and gas industry, Shri Narang has made immense contributions in various fields like design, detailed engineering and execution of cross-country oil and gas pipeline projects, Operation & Maintenance, Corporate Planning functions, Projects Monitoring, Purchase & Contracts, etc. Construction of large crude oil and petroleum products storage tank farms at Vadinar (Gujarat), Panipat and Paradip; construction of Kandla-Bhatinda product pipeline, Koyali-Sidhpur products pipeline, Paradip-Haldia crude pipeline, Jaipur-Panipat naphtha pipeline are some of the major projects of national importance, executed by him and completed within schedule. He also played a central role in execution and commissioning of India’s first trans-national petroleum products pipeline from Motihari in Bihar to Amlekhganj in Nepal, a strategically important project, with Nepal being one of the eminent neighbours of the country. This project was also completed in a record time. During 2019-20, as head of Contracts & Purchase function, he steered his team in placing highest-ever works and purchase awards along with achieving a record reduction in the lead time.

In November 2020, Shri Narang joined Petronet LNG Ltd. as Director (Technical) and as one of his first priorities, focused on achieving improvements in overall plant operations of Dahej and Kochi RLNG terminals. Besides playing a vital role in steering the future expansion plans of the company, which are also of strategic importance to the country, he is also strengthening company’s efforts towards venturing into new business areas and diversification initiatives.

Shri Shrikant Madhav Vaidya, (DIN: 06995642) (aged 58 years), heads the 'Fortune 500' energy company, Indian Oil Corporation Ltd., which is India's largest oil refiner and fuel retailer. A Chemical Engineer from the National Institute of Technology, Rourkela, Shri Vaidya has over 34 years of extensive experience in the downstream petroleum industry. He is among the select technocrats in the Indian oil & gas space, with rich expertise in the full gamut of refinery-petrochemicals integration.

Shri S M Vaidya remains a firm votary of responsible growth and environmental stewardship for a better world. With future-ready business acumen and people-centric leadership style, Mr Vaidya is an ardent believer in the power of innovation, leveraging technology and harnessing the R&D prowess for ensuring future-attuned business growth.

Shri Vaidya is also a Non-Executive Chairman on the Board of Chennai Petroleum Corporation Ltd. (a subsidiary of Indian Oil), Ratnagiri Refinery & Petrochemicals Ltd. and Indian Oiltanking Ltd. (both Joint Venture Companies) and the First Vice President of World LPG Association.

Shri Shrikant Madhav VaidyaNominee Director (IOCL)

Shri Manoj Jain, (DIN: 07556033) (aged 59 years), a Mechanical Engineering Graduate and MBA in Operations Management possesses rich and diverse experience encompassing more than 34 years with GAIL (India) Ltd. in the areas of Business Development, Projects, O&M, Petrochemicals, Pipeline Integrity Management and Marketing which has allowed him to gain insight and knowledge across multiple business units and functional areas. As Chairman and Managing Director of GAIL (India) Limited, Shri Manoj Jain is also currently Chairman of GAIL GLOBAL (USA) Inc. (GGUI), GAIL GLOBAL (USA) LNG LLC (GGULL), GAIL Gas Limited (GGL), Brahmaputra Cracker & Polymer Limited (BCPL) Mahanagar Gas Limited (MGL) and Director in Petronet LNG Limited (PLL). In his previous stint as Director(BD), he was responsible for building GAIL's Business Portfolio in India and abroad, Merger and Acquisition, Petrochemical O&M and Expansion, Exploration & Production, R&D, Start–Up, Health Safety & Environment management, Quality Management, Project Development including feasibility study and investment approval for new pipelines, process plants, renewables etc.

Shri Manoj Jain was responsible for Gas Marketing activities in his role as Executive Director (Marketing-Gas). He also spearheaded the installation and commissioning of the USD 1.4 Billion grassroots Petrochemical complex, as Chief Operating Officer of BCPL.

Earlier, Shri Jain worked in Operation & Maintenance at the Corporate Level for a number of years and his experience includes managing logistics of Gas Business with a perspective of Operation and Management of all pipelines of company and in the process played a significant role in establishing the National Gas Management Centre (NGMC) and systems and procedures for transmission and marketing of comingled gases.

Shri Manoj JainNominee Director (GAIL)


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Shri Arun Kumar Singh, (DIN: 06646894) (aged 59 years) is a Mechanical Engineer with first rank from National Institute of Technology, Patna (formerly BCE, Patna).

He has headed various Business Units and Entities in BPCL viz. Retail, LPG, Pipelines, Supply Chain Optimization, etc. and has experience of over 35 years in the Oil & Gas Industry. He has also held the position of President (Africa & Australasia) in Bharat PetroResources Ltd., a wholly owned Subsidiary of BPCL, engaged in exploration of Oil & Gas, largely overseas.

At present, he is Director (Marketing), holding additional charge of Director (Refineries) and Director (Finance), BPCL. He is also Chairman of Indraprastha Gas Ltd., a Joint Venture CGD Company, listed on Indian bourses. Additionally, he is also a Director on the Board of Bharat Gas Resources Ltd, a wholly owned Subsidiary of BPCL, engaged in Natural Gas business and on the Board of Bharat Oman Refineries Limited, a Subsidiary of BPCL engaged in Refining business.

Shri Arun Kumar SinghNominee Director (BPCL)

Shri Subhash Kumar, (DIN: 07905656) (aged 59 years) Director (Finance), ONGC has assumed the additional charge of Chairman and Managing Director (CMD) of Oil and Natural Gas Corporation Limited (ONGC) with effect from 1st April 2021.

Mr. Subhash Kumar is also the Chairman of ONGC Group of Companies comprising of subsidiaries-ONGC Videsh Limited, Mangalore Refinery and Petrochemicals Limited (MRPL), ONGC Mangalore Petrochemicals Ltd (OMPL) and Joint Ventures- ONGC Petro-additions Limited (OPaL), ONGC Tripura Power Company (OTPC), Mangalore SEZ Ltd (MSEZ) and Petronet MHB Ltd(PMHBL). He is also ONGC nominee Director on the Board of Petronet LNG Limited. Mr. Kumar is an industry veteran with over 36 years of professional experience in diverse activities across the Exploration & Production (E&P) value-chain. He joined ONGC in 1985 as a Finance and Accounts Officer. Mr. Kumar grew up along the hierarchy and served in different capacities in ONGC and the Group Companies. During his tenure with ONGC Videsh, Mr. Kumar was associated with key acquisitions and expansion of company's footprint from a single asset company in 2001 into a company with global presence. He played a key role in the evaluation and acquisition of several overseas assets.

He has served as the Chief Financial Officer (CFO) of Mansarovar Energy Colombia Limited, a 50:50 joint venture of ONGC Videsh and Sinopec of China from September 2006 to March 2010. Thereafter, he had a long stint at ONGC’s overseas arm ONGC Videsh from 2010 to 2015 where he successfully steered company’s Business Development, Finance, Budget & Treasury Planning and Portfolio Management Groups. Mr. Kumar joined back ONGC in July 2016 as the Chief Commercial and Head Treasury, and he played a key role in evaluation, negotiation, and concluding outstanding issues pertaining to the organization. During 2017, Mr Subhash Kumar also served a brief stint with Petronet LNG Limited as its Director (Finance).

Mr. Subhash Kumar was appointed as Director (Finance) of ONGC in January 2018. Mr. Kumar has also served as Director on the Board of ONGC Group Companies viz. MRPL, HPCL, Petronet MHB Limited, OTPC and OPaL. Mr. Subhash Kumar has championed the issues relating to various JVs and group entities at Board level. He has successfully led transformation of JVs and group companies into a cohesive group, implemented entity-specific action plan, resulting in significant increase in their efficiency and contributions to the ONGC Group.

Mr. Kumar is also President of Global Compact Network India (GCNI), the Indian Local Network of the United Nations Global Compact (UNGC) which has been providing a robust platform for Indian businesses, academic institutions and civil society organizations to embrace the Ten Principles of Global Compact Network, United Nations.

Mr. Subhash Kumar is a Fellow Member of Institute of Cost Accountants of India and Associate Member of ICSI. He is an alumni of Panjab University Chandigarh, from where he obtained his Bachelor’s and Master’s degrees in Commerce with Gold Medal. An avid sportsperson and fitness enthusiast, Mr. Kumar has keen interest in Golf and Badminton.

Shri Subhash KumarNominee Director (ONGC)

Shri Sanjeev Kumar Nominee Director (GMB/GoG)

Shri Sanjeev Kumar, (DIN: 03600655) (aged 50 years) has done B. Tech (Hons.) from I.I.T. Kharagpur and Masters in Public Affairs from Humphrey School of Public Affairs, University of Minnesota, USA. He has very rich knowledge and wide experience of working in various Government Departments and Public Sector Undertaking. He has held distinguished positions in Government of Gujarat including Collector Kheda & Gandhinagar. He has vast experience in Finance Department wherein he has served as Addl. Secretary (Budget), Secretary (Expenditure) and Secretary (Economic Affairs). He was Managing Director of Gujarat State Investment Limited. He has also served as Director on the Board of various Companies including Gujarat State Financial Services Ltd, Gujarat Industrial Development Corporation, Gujarat State Electricity Corporation, Gujarat Mineral Development Corporation, Gujarat Urban Development Company Limited, Gujarat State Transport Corporation Ltd, Gujarat Infrastructure Development Board, Diamond Research and Mercantile City Ltd, Urban Ring Development Corporation Ltd, Dholera Industrial City Development Ltd.

He is presently Managing Director of Gujarat State Petroleum Corporation Limited and Jt. Managing Director of Gujarat State Petronet Limited.

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Shri Sidhartha Pradhan, (DIN: 06938830) (aged 69 years) joined Indian Revenue Service in 1977 batch. In his last assignment, he has worked as Member of the High Level Committee (HLC) of MoP&NG, appointed by the Government of India from 2017 to 2019 to map out the Energy Security of the country for next 30 years. Prior to that, he has worked as Member of the High Level Committee (HLC) appointed by the Finance Minister from 2014 to 2017 to interact with Trade and Industry on Tax Laws. Before that, he was posted as Vice-Chairman, Income Tax Settlement Commission, Additional Bench-1, New Delhi from 22nd June, 2012 till 11th June 2014. His previous posting in Central Government was as Additional Secretary, Department of Disinvestment in the Ministry of Finance from 2010 to 2012. He also worked as Joint Secretary in the Ministry of Finance from 2007 to 2010.

He has worked in various capacities, both in Central Government and Government of Orissa. Worked as Additional Commissioner and Commissioner, Income Tax (Central), Delhi. He also worked as Secretary, Public Enterprises, Government of Orissa from 1995-2000 and as Special Secretary (Commerce), Government of Orissa. He was nominated as a Member of the Task Force constituted by Government of Orissa for restructuring the Power Sector in 1992. He was deeply involved in various Committees constituted in this regard for restructuring the Orissa State Electricity Board.

He did his Senior Cambridge at Stewart School Cuttack in 1969; B.A. (Pol Science) from Ravenshaw College Cuttack in 1973; M.A. (Pol. Science) from JNU, New Delhi in 1975, M. Phil from JNU; LLB from Utkal University in 1982 and MBA from University of HULL, England in 1990.

Shri Sidhartha PradhanIndependent Director

Shri Sunil Kumar Srivastava, (DIN: 02809123) (aged 66 years) is Ex-C&MD of Oil India Ltd., a Navratna PSU & Second Largest Upstream National Oil Company of India and Ex-Director General, Directorate General of Hydrocarbons, Govt. of India- The Upstream Hydrocarbon Sector Advisory Body to MoP&NG, to promote sound management of oil & gas resources of India, and Ex- Director (Operations) of Oil India Limited. He is having diversified experience of 44 years in foremost leadership and senior management positions in the large size multi-disciplinary, technical, commercial organizations in the Petroleum and Energy sector, both in India and overseas.


Prof. Siddhartha Shekhar Singh, (DIN: 06873925) (aged 49 years) is Associate Professor of Marketing at the Indian School of Business (ISB), Hyderabad and Mohali, India. At ISB, he has served as the first director of the Fellow Programme in Management (ISB's doctoral program), Associate Dean of Digital Transformation, e-Learning, and Marketing, Senior Associate Dean of Admissions and Financial Aid, and Executive Director of the Executive Fellow Programme in Management (EFPM; ISB’s doctoral program for working professionals). Before working at ISB, he was a faculty member at Rice University (Houston, Texas, USA) for eight years. He has a Ph.D. (Marketing) from the J. L. Kellogg School of Management, Northwestern University (USA), an MBA (Marketing and Finance) from the University of Illinois at Urbana-Champaign (USA), and a B. Tech. (Electronics & Communications Engineering) from the Indian Institute of Technology, Banaras Hindu University (India).

Prof. Singh's research broadly focuses on a firm's ability to achieve sustainable competitive advantage. His work attempts to help firms identify the "right" customers for acquisition and retention, and more profitably manage relationships with them over time. He researches marketing initiatives such as customer engagement, customer loyalty programs and online customer communities. Some of the other issues that he works on concern the development of financial metrics to evaluate marketing decisions (e.g., customer lifetime value), customer segmentation, purchases, returns, and marketing analytics. Prof. Singh has co-authored four textbooks published by Wiley India—three of them on managing marketing with Prof. Noel Capon (Columbia University, New York, USA), and one on digital marketing with Prof. Jeremy Kagan (Columbia University, New York, USA)—for MBA students and business executives. Prof. Singh publishes in world renowned academic journals such as Marketing Science, Management Science, Quantitative Marketing and Economics, Journal of Service Research, Decision Support Systems and Journal of Interactive Marketing. His articles and thoughts appear frequently in popular media outlets such as The Economic Times, Fortune India, Financial Express, Business Standard, Business Today, Businessworld, The Hindu Business Line, Livemint, The Hindustan Times, and The Times of India.

Prof. Singh has a keen interest in new ventures. He has been teaching the New Product Development and Marketing course for the last 17 years in India and the USA. He is a member of the Board of Directors of DLabs, a technology business incubator of the Indian School of Business (ISB) based at Hyderabad. He is a co-founder and strategic advisor at Bsharp Sales Enablers Pvt. Ltd. He has mentored several startups and regularly participates in various capacities (e.g., juror and speaker) at startup events. Prior to his Ph.D., Prof. Singh worked for several years with Johnson & Johnson (J&J) in Product and Sales Management roles. Hired through J&J's prestigious global leadership development program-the IRDP-his responsibilities included managing several product lines and launching new products for J&J hospital products group in India. His consulting experience includes firms in a variety of industries (e.g., healthcare, media, high technology, retail).

Dr. Siddhartha Shekhar SinghIndependent Director


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Amb. Bhaswati Mukherjee (DIN: 07173244), aged 68 years, is a post graduate (First Class) in History from Delhi University and has a Degree (Superior) in French History and Civilization from Sorbonne University, France. Ms. Mukherjee joined the Indian Foreign Service in 1976 and was India’s Ambassaor to UNESCO, Paris, and India’s Ambassador to the Netherlands, The Hague from 2010 to 2013.

Ms. Mukherjee has worked successfully on Indentured Labour Route Project for UNESCO and Government of Mauritius. Her Book on ‘India and EU: an Insider View’ commissioned by Indian Council of World Affairs, a leading Indian think tank and published in August 18 is a best seller.

Her latest book, ‘Bengal and its Partition: an Inside Story’ published by Rupa and released in March 21, is a global best seller. She completed FICCI’s course on ‘Woman and Corporate Governance’. She successfully cleared with distinction Ministry of Corporate Affairs online proficiency test for Independent Directors in October 2020.

Besides, this she has also written many other books and have published over 100 articles, columns reports and monographs in leading national and international publications. She was a Senior Expert Consultant to DFID. A natural orator, Ms. Mukherjee is a political Commentator on TV on Indian Culture and Civilization, the India EU relationship, Brexit, India’s interests in the Indo Pacific, the Chemical Weapons regime, nuclear issues and the changing contours of India’s Foreign Policy.

Ms. Mukherjee has participated in briefings, seminars, round tables on questions relating to India and the EU, India and its neighbours, the United Nations Human Rights Programme, the human rights of women and the girl child as well as issues relating to UNESCO’s areas of competence, particularly in Education and Culture.

Ms. Mukherjee lectures at Sushma Swaraj Foreign Service Institute and different Universities in India and abroad. She is presently a senior consultant to MGIEP, UNESCO and an Independent Director on the Board of Jindal Stainless Limited, JK Lakshmi Cement Limited and Udaipur Cement Works Limited.

Amb. Bhaswati MukherjeeIndependent Director

Shri Arun Kumar, (DIN: 03570776) (aged 63 years) started his career in the Indian Railways Service of Mechanical Engineers in 1980. He qualified for the Indian Administrative Service (IAS) in 1983 and served for 17 years with the Government of India. In his last assignment, he has worked as Secretary Ministry Of Mines, Joint Secretary in the Ministry of Mine, Food processing, Principal Secretary, Panchayat & Rural Development besides working as Deputy Secretary/Director.

He has worked in various capacities in State Enterprises and also served on the Boards of NALCO, HCL, MECL as a government nominee. He has been instrumental in passing of the Amendment to the Mines & Minerals Development & Regulation Act, 1957, in the year 2015, the Food Safety and Standards Act 2006, the establishment of National Institute of Food Technology Entrepreneurship & Management Sonipat, as well formulation and implementation and of programmes at the national level. He has a well-grounded understanding of the economic structure of' the Indian economy, the legal and regulatory framework and in particular large industries.

He did his Section A&B of Institution of Electrical Engineers, India (Equivalent Electrical Engineering Degree) and Part I & II of Council of Engineering Institutions (UK), Institution of Mechanical Engineers (Equivalent Mechanical Engineering Degree, recognised by Indian Railways) as well as MA (Economics} from Annamalai University in 2000.

Shri Arun KumarIndependent Director

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PERFORMANCE HIGHLIGHTSŸ With a pipeline sendout of 21354 MMSCM in FY

2020-21 at Dahej, the terminal achieved a total sendout of 849 TBTUs.

Ÿ Kochi achieved its highest ever pipeline sendout of 1208 MMSCM in FY 2020-21 and a total sendout of 46.92 TBTUs.

Ÿ Highest ever PBT of Rs 3,968 Cr and PAT of Rs 2,949 Cr in a financial year.

Ÿ Growth in Profit Before Tax (PBT) of FY 2020-21 over PBT of FY 2019-20 by 28%

Ÿ Growth in Profit After Tax (PAT) of FY 2020-21 over PAT of FY 2019-20 by 9%

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“To be a key energy provider to the nation by leveraging company’s unique position in the LNG value chain alongwith an international presence.”

• Integrity• Excellence• Sustainability• Trust & Care• Team

• Create and manage world class LNG infrastructure• Pursue synergetic business growth opportunities• Continue excellence in LNG business• Maximize value creation for the stakeholders• Maintain highest standards of business ethics and values

Vision

Values

Mission

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World Trade Centre, Babar Road, Barakhamba Lane, New Delhi- 110 001 Tele: +91 11 23411411, 23472525 Fax: +91 11 23472550

Website: www.petronetlng.in Email: [email protected]: L74899DL1998PLC093073

PETRONET LNG LIMITED NEW DELHI

rdNOTICE OF 23 ANNUAL GENERAL MEETING

rdNOTICE is hereby given that the 23 (twenty-third) Annual General Meeting of the Members of Petronet LNG Limited (PLL)

thwill be held on Tuesday, 28 September, 2021 at 3:00 p.m. (IST) via Video Conference (VC)/Other Audio-Visual Means (OAVM), to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt (a) the Audited Standalone Financial Statements of the Company for the Financial Year stended 31 March 2021 and (b) the Audited Consolidated Financial Statements of the Company for the Financial Year

stended 31 March 2021 together with the Reports of the Board of Directors and the Statutory Auditors thereon.

2. To consider declaration of final dividend on equity shares for the Financial Year 2020-21.

3. To appoint a Director in place of Shri Sanjeev Kumar (DIN : 03600655) who retires by rotation and being eligible offers himself for re-appointment as Director of the Company.

4. To appoint a Director in place of Shri Manoj Jain (DIN : 07556033) who retires by rotation and being eligible offers himself for re-appointment as Director of the Company.

SPECIAL BUSINESS:

To consider and if thought fit, to pass the following resolution(s) as Ordinary Resolution(s) :

5. To appoint Shri Pramod Narang (DIN : 07792813) as Director(Technical) of the Company

“RESOLVED THAT pursuant to the provisions of Article 111 of the Articles of Association of the Company and the provisions of Section 149, 152, 196 and 197, 198 and all other applicable provisions, if any, of the Companies Act, 2013 (the Act) ) read with Schedule V of the Act and the Rules made there under (including any statutory modification(s) or re- enactment thereof for the time being in force), Shri Pramod Narang (DIN : 07792813), who was appointed as Additional Director in the capacity of Whole-time Director and designated as Director (Technical) by the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee of the Board of Directors with effect from

th26 November 2020 pursuant to Section 161 of the Act and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has, pursuant to Section 160 of the Act, received a notice from Shri Pramod Narang himself in writing proposing his candidature for the office of Director, be and is hereby appointed as Whole-time Director

thand designated as Director (Technical) of the Company to hold office for a period of five years with effect from 26 November 2020, on the terms and conditions including remuneration as set out in statement pursuant to Section 102 of the Act annexed to the Notice of this Annual General Meeting with liberty to the Board of Directors to alter and vary the terms and conditions of appointment and/or remuneration, subject to the same not exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof.”

6. To appoint Shri Akshay Kumar Singh (DIN : 03579974) as Managing Director & CEO of the Company

“RESOLVED THAT pursuant to the provisions of the Article 109 of the Articles of Association of the Company and the provisions of Section 149, 152, 196 and 197, 198, 203 and all other applicable provisions, if any, of the Companies Act, 2013 (the Act) read with Schedule V of the Act and the Rules made there under (including any statutory modification(s) or re- enactment thereof for the time being in force), Shri Akshay Kumar Singh (DIN:03579974), who was appointed as Additional Director in the capacity of Managing Director & CEO by the Board of Directors of the Company on the

Registered Office


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strecommendation of Nomination and Remuneration Committee of the Board of Directors with effect from 1 February 2021 pursuant to Section 161 of the Act and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has, pursuant to Section 160 of the Act, received a notice from Shri Akshay Kumar Singh himself in writing proposing his candidature for the office of Director, be and is hereby appointed as Managing Director & CEO of the Company to hold office for a period of five years or attaining the age of 65 years, whichever is earlier, with effect from

st1 February 2021, on the terms and conditions including remuneration as set out in statement pursuant to Section 102 of the Act annexed to the Notice of this Annual General Meeting with liberty to the Board of Directors to alter and vary the terms and conditions of appointment and/or remuneration, subject to the same not exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof.”

7. To appoint Shri Subhash Kumar (DIN: 07905656) as Director of the Company

“RESOLVED THAT in accordance with the provisions of Section 149, 152 and all other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules made there under (including any statutory modification(s) or re- enactment thereof for the time being in force) and the Articles of Association of the Company, Shri Subhash Kumar (DIN : 07905656) , who was nominated by Oil and Natural Gas Corporation Limited- (ONGC) as its Nominee Director on the Board of the Company and who was appointed as an Additional Director by the Board of Directors of the Company on the

threcommendation of Nomination and Remuneration Committee of the Board of Directors with effect from 9 April 2021 pursuant to Section 161 of the Act and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has, pursuant to Section 160 of the Act, received a notice from Shri Subhash Kumar, himself in writing proposing his candidature for the office of Director, be and is hereby appointed as Director (Nominee Director of ONGC) of the Company, liable to retire by rotation, on the terms and conditions as given in Statement pursuant to Section 102 of the Act annexed to the Notice of this Annual General Meeting.”

8. To appoint Amb. Bhaswati Mukherjee (DIN: 07173244) as Director of the Company

“RESOLVED THAT in accordance with the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules made there under and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re- enactment thereof for the time being in force) and the Articles of Association of the Company, Ambassador Bhaswati Mukherjee (DIN: 07173244), who was appointed as an Additional Director (Independent Director) of the Company by the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee of the Board with effect from 13th August, 2021 pursuant to Section 161 of the Act and who meets the criteria for independence as provided in Section 149 (6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and who has submitted a declaration to that effect and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has, pursuant to Section 160 of the Act, received a notice from Ambassador Bhaswati Mukherjee, herself in writing proposing her candidature for the office of Director, be and is hereby appointed as Independent Director of the Company for a period of three years w.e.f. 13th August, 2021, on the terms and conditions as given in Statement pursuant to Section 102 of the Act annexed to the Notice of this Annual General Meeting.”

9. To approve Related Party Transactions entered or to be entered by the Company for the financial year 2022-23

“RESOLVED THAT pursuant to the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the applicable provisions of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) thereof for the time being in force) and the Related Party Transactions Policy of the Company, approval of the Members of the Company be and is hereby accorded to the Board of Directors for contracts/arrangements/ transactions entered/ to be entered into with GAIL (India) Limited (GAIL), Indian Oil Corporation Limited (IOCL), Oil and Natural Gas Corporation Limited (ONGC), Bharat Petroleum Corporation Limited (BPCL) and their affiliates, Related Parties under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year 2022-23 for supply of goods or availing or rendering of any services in the ordinary course of business and on arm’s length basis, which may exceed the materiality threshold limit i.e. ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.

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the Board of Directors of the Company be and is hereby authorized to do all such acts, RESOLVED FURTHER THATmatters, deeds and things and give all such directions as it may deem necessary, expedient or desirable, in order to give effect to this resolution.”

To consider and if thought fit, to pass the following resolution(s) as Special Resolution:

10.To approve payment of commission on profits to Directors of the Company commencing from Financial Year 2021-22

“RESOLVED THAT pursuant to the provisions of Section 197, Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder, consent of the Members of the Company be and is hereby accorded for the payment and distribution of a sum not exceeding 1% per annum of the profits of the Company calculated in accordance with the provisions of Sections 198 of the Companies Act, 2013, by way of commission on profits to and amongst the Directors of the Company in such amount or proportions and in such manner and in all such respects as may be determined by the Board of Directors from time to time and such payments shall be made for a further period of five years commencing from Financial Year 2021-22.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take such steps as may be desirable or expedient to give effect to this resolution.”

By Order of the Board

For Petronet LNG Limited

(Rajan Kapur)

CGM &Vice President-Company SecretaryPlace : New Delhi

thDate : 25 August, 2021


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NOTES

1) In view of the massive outbreak of the COVID-19 pandemic, Ministry of Corporate Affairs (MCA), through Circular No. th th02/2021 dated 13 January 2021 which is in continuation of General Circular No. 20/2020 dated 5 May 2020 read with

th thCircular No. 14/2020 dated 8 April 2020, Circular No.17/2020 dated 13 April 2020 (collectively referred to as “MCA Circulars”) has permitted the holding of the Annual General Meeting through video conferencing (VC) or other audio-visual means (OAVM) and dispensed with physical presence of the Members at a common venue. Similarly, Securities and

thExchange Board of India (SEBI) through Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15 January 2021 read thwith SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12 May 2020 (collectively referred to as “SEBI Circulars”) has also given

certain relaxations in this regard. rd In terms of the said SEBI Circulars and MCA Circulars, 23 Annual General Meeting (AGM) of the Members is being held

through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the AGM through VC/ OAVM only. The detailed procedure for participating in the meeting through VC / OAVM is annexed herewith and also available at the Company's website www.petronetlng.in.

rd2) Since this 23 AGM is being held pursuant to the MCA Circulars through VC/ OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility of appointment of proxies by the Members will not be available for this meeting. Hence, the Proxy Form and Attendance Slip are not annexed to this Notice.

3) The Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 setting out the material facts in respect of special business is annexed herewith. The relevant details, pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India with respect to details of directors being appointed/re-appointed is also attached as Annexure-1.

4) Members are requested to participate on first-come-first-serve basis as the participation through VC / OAVM will be closed on expiry of 15 minutes from the scheduled time of the AGM. However, the participation of members holding 2% or more is not restricted on first-come-first-serve basis. Members can login and join 15 (fifteen) minutes prior to the scheduled time of AGM and window for joining shall be kept open till the expiry of 15 (fifteen) minutes after the scheduled time.

5) Members are requested to:-

i. quote their Folio / Client ID & DP ID Nos. in all correspondence with the RTA / Company.

ii. register their e-mail IDs / PAN / Bank Account Details with RTA / Company / respective Depository Participants (DP).

iii. visit the website of the Company to follow updates on AGM and the Company .

iv. note that in case of joint holders attending the meeting, only such joint holder whose name is first in the register of member will be entitled to vote.

6) Institutional / Corporate Members (i.e. other than individuals / HUF / NRI etc.) intending their authorized representative(s) to attend the Meeting through VC / OAVM on their behalf and to vote through remote e-voting are requested to send a certified copy of the Board Resolution to the Scrutinizer by e-mail through its registered e-mail address at [email protected] with a copy marked at [email protected].

th7) The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, 18 September, th2021 to Monday, 27 September, 2021 (both days inclusive) for the purpose of giving effect to transmission/transpositions

of shares.nd8) 2 July, 2021 has been fixed as Record Date for the purpose of ascertaining the entitlement of Members for final dividend

stfor the financial year ended 31 March 2021.rd9) Dividend as recommended by the Board of Directors, if approved at the 23 AGM of the Company will be paid to those

shareholders, subject to deduction of tax at source, whose names appear:nd i. as Beneficial Owners at the end of the business hours on 2 July, 2021 as per the list to be furnished by the

Depositories (i.e. NSDL and CDSL) in respect of shares held in electronic form, and

ii. as Members in the Register of Members of the Company after giving effect to all valid transmission and transposition ndrequests lodged with the Registrar and Share Transfer Agent of the Company on or before 2 July, 2021.

10) As per Regulation 40 of Listing Regulations and NSE circular no. NSE/CML/2018/38 dated December 03, 2018 and BSE vide Circular No. LIST/COMP/31/2018-19 dated December 03, 2018 requests for effecting transfer of securities shall not

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be processed unless the securities are held in the dematerialized form with a depository i.e. NSDL or CDSL except in case of transmission or transposition of securities w.e.f. April 1, 2019. The above said circulars are available at the website of the Company at www.petronetlng.in.

In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to convert their shareholding in dematerialized form. Members may contact the Company or Company’s Registrar and Share Transfer Agent (RTA) at [email protected], for any assistance in this regard.

11) The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market failing which the demat account / folio no. would be suspended for trading. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts.

12) (a) Members holding shares in physical form are requested to submit their PAN and Bank details to the Company or our RTA to receive all the dividend through electronic mode directly in their respective bank accounts.

(b) Manner of registering mandate for receiving Dividend:

Members are requested to register / update their complete bank details:

• with their Depository Participant(s) (“DP”) with whom they maintain their demat accounts, if shares are held in dematerialised mode, by submitting the requisite documents as required to be furnished by respective DP; and

• with the Company / RTA by emailing to the Company at [email protected] or to the RTA at [email protected], if shares are held in physical mode, by submitting (i) scanned copy of the signed request letter which shall contain member's name, folio number, bank details (Bank account number Bank and Branch Name and address, IFSC, MICR details), (ii) self-attested copy of the PAN card and (iii) cancelled cheque leaf. The original documents are required to be sent to the RTA’s address as given in the Annual Report elsewhere.

(c) In case, the company is unable to pay the dividend to any shareholder by the electronic mode, due to non-availability of the details of the bank account, the company shall dispatch the dividend warrant / cheque to such shareholder by post.

13) Pursuant to Section 72 of the Companies Act, 2013, shareholders holding shares in physical form may file nomination in the prescribed Form SH-13 with the Company’s Registrar and Share Transfer Agent. In respect of shares held in Electronic / Demat form, the nomination details may be updated with the respective Depository Participant.

14) Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or RTA, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.

15) The Ministry of Corporate Affairs has notified provisions relating to unpaid / unclaimed dividend under Sections 124 and 125 of the Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. As per the provisions contained therein, dividends which are not encashed / claimed by the shareholders for a period of seven consecutive years shall be transferred to the Investor Education and Protection Fund (IEPF) Authority. The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of IEPF Authority.

Hence, the Company urges to all the shareholders to encash / claim their respective dividend during the prescribed period. The Company has, from time-to-time, sent necessary intimation / published notices to the shareholders, requesting them to claim their unpaid dividends and also regarding the transfer of shares in respect of unclaimed dividend to IEPF Authority. The details of the unpaid / unclaimed amounts lying with the Company are available on the website of the Company at www.petronetlng.in. The shareholders whose dividend / shares are transferred to the IEPF Authority can now claim their dividend / shares from the Authority by following the Refund Procedure as detailed on the website of IEPF Authority. The procedure and guidelines in this regard are also available on the website of the Company at www.petronetlng.in.

16) (a) In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of AGM along with the Annual Report for the financial year 2020-21 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company or the Depository Participant(s). The Annual Report of the Company, circulated to the Members of the Company, will also be made available on the Company’s website i.e. www.petronetlng.in, website of the Stock Exchanges i.e. National Stock Exchange of India Limited at www.nseindia.com and BSE Limited at www.bseindia.com and on the website of CDSL (e-voting agency) at www.evotingindia.com.


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(b) Process for those Shareholders whose email/mobile no./Bank details are not registered with the Company/ Depositories:

(i) For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company at [email protected] and to RTA at [email protected].

(ii) For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

(iii) For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

(iv) Further, the Company has also provided the facility to the shareholders to update / register their email id through the depositories i.e. NSDL and CDSL and its Registrar and Transfer Agent i.e. Bigshare Services Pvt. Ltd. for receiving the Annual Report for 2020-21 and other communications.

(v) The company has provided the facility to update their bank details through RTA.st th17) At the 21 AGM held on 27 August, 2019 , the Members ratified the remuneration of M/s Chandra Wadhwa & Co., Cost

Accountants (Registration No. 000239), Cost Auditor of the Company from the financial year 2019-20 to 2021-22 i.e. for a period of three years. Accordingly, no resolution is being proposed for ratification of remuneration of cost auditors at

rdthe 23 AGM.st18) Pursuant to Provision of Income Tax Act, 1961, dividend income will be taxable in the hands of shareholders w.e.f. 1 April,

2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the provisions of Income Tax Act, 1961 and amendments thereof. The shareholders are requested to update their PAN with the Company/RTA (in case of shares held in physical mode) and depositories (in case of shares held in demat mode).

A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by email to RTA. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%. Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to RTA [email protected].

nd The aforesaid declarations and documents were required to be submitted by the shareholders on or before 2 August, 2021.

19) The Register of Directors' and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013 and all other documents referred to in the Notice will be available for inspection in electronic mode during the AGM. Members may send their request for inspection by sending an email to [email protected].

20) Since the AGM will be held through VC/ OAVM, the Route map is not annexed in this Notice.

21) Annual Listing Fee and Custody fee for the year 2021-22 have been paid to NSE & BSE and to NSDL & CDSL respectively.

22) No Gifts, gift coupons or cash in lieu of gifts shall be given to Members after the completion of AGM or afterwards.

23) Shri Sachin Agarwal, Practising Company Secretary (M. No. 5774, CP No. 5910), has been appointed as the Scrutinizer by the Board of Directors of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.

rd24) The Chairman shall, at the 23 AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of Scrutinizer, by use of electronic mode for all those members who will attend the said meeting via VC / OAVM but have not cast their votes by availing the remote e-voting facility.

25) The Results declared alongwith the Report of the Scrutinizer shall be placed on the website of the Company https://www.petronetlng.in and on the website of e-voting agency at www.evotingindia.com immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to BSE Limited and National Stock Exchange of India Limited. The results shall also be displayed on the notice board at the Registered Office of the Company.

rd26) The Resolutions, if passed by the requisite majority, shall be deemed to have been passed on the date of the 23 Annual thGeneral Meeting i.e. Tuesday, 28 September, 2021.

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rd27) The Notice of the 23 AGM is also placed on the website of the Company at www.petronetlng.in and on the website of e-voting agency at www.evotingindia.com.

28) Members desirous of seeking/ obtaining any information / clarifications concerning the accounts and operations of the Company or intending to raise any query are requested to write to the Company at least 10 days before the date of meeting mentioning their name demat account number/folio number, email id, mobile number at [email protected] or [email protected]. The same will be replied by the Company suitably. However, it is requested to raise the queries precisely and in short at the time of meeting to enable to answer the same.

29) Instructions for remote e-voting and e-voting during AGM

1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations &

th thDisclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated 8 April, 2020, 13 April, 2020, th th5 May, 2020 and 13 January, 2021 the Company is providing facility of remote e-voting to its Members in respect of

the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

2. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

3. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

th 4. Pursuant to MCA Circular No. 14/2020 dated 8 April, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

th 5. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated 13 April, 2020, the Notice calling the AGM has been uploaded on the website of the Company at https://www.petronetlng.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.

INSTRUCTIONS FOR REMOTE E-VOTING AND E-VOTING DURING AGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

th th (i) The voting period begins on Friday, 24 September, 2021 at 9:00 a.m. and ends on Monday, 27 September, 2021 at 5:00 p.m. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized

st form, as on the cut-off date Tuesday, 21 September, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Once the vote on a resolution is cast by the member through remote e-voting, the member shall not be allowed to change it subsequently or cast the vote again.

(iii) The voting rights shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date.

(iv) Any person, who acquires shares of the Company and becomes Member of the Company after dispatch of the Notice electronically or whose email id is not registered with the Company / RTA / Respective DP and holding shares as on the

stcut-off date i.e. Tuesday, 21 September, 2021, may obtain the login ID and password by sending a request to RTA at [email protected].

(v) A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the


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depositories as on the cut-off date shall be entitled to avail the facility of remote e-voting as well as voting at the 23rd AGM electronically. A person who is not a member as on cut-off date should treat this Notice for information purposes only.

(vi) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(vii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode with CDSL

1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi.

2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL, so that the user can visit the e-Voting service providers’ website i.e. www.cdslindia.com directly.

3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders holding securities in demat mode with NSDL

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2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders (holding securities in demat mode) login through their Depository Participants


Login Method

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type Helpdesk details


Individual Shareholders holding securities in Demat mode with NSDL

Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at 022- 23058738 and 22-23058542-43.

Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30


(viii) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

1) The shareholders should log on to the e-voting website www.evotingindia.com.

2) Click on “Shareholders” module.

3) Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

4) Next enter the Image Verification as displayed and Click on Login.

5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.


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For shareholders holding shares in Demat Form other than individual and physical form

PAN

Dividend Bank Details OR Date of Birth (DOB)

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

• If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (viii).

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for Petronet LNG Limited.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xix) Facility for Non – Individual Shareholders and Custodians –Remote Voting

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at [email protected] and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

6) If you are a first-time user follow the steps given below:

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INSTRUCTIONS FOR ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected] and [email protected]. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected] and [email protected]. These queries will be replied to by the company suitably by email.

8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

9. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

10. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, th(CDSL), Central Depository Services (India) Limited, A Wing, 25 Floor, Marathon Futurex, Mafatlal Mill Compounds,

N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

By Order of the Board

For Petronet LNG Limited

(Rajan Kapur)CGM &Vice President-Company Secretary

Place : New Delhi thDate : 25 August, 2021


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Item No. 5

th Shri Pramod Narang (DIN: 07792813) was appointed by Board of Directors of the Company in its meeting held on 11November, 2020 on the recommendation of Nomination and Remuneration Committee of the Board, as Additional Director in the capacity of Director (Technical) of the Company for a period of five years from the date of joining the Company. He has

thjoined the Company on 26 November, 2020. The appointment of Whole-time Director is required to be approved by the Members in the General Meeting. The terms and conditions of his appointment are attached as Appendix-A to this Notice.

His brief resume, inter-alia, giving nature of expertise in specific functional area, shareholding in the Company, other Directorship, Membership/ Chairmanship of Committees and other particulars are enclosed with this notice.

In view of his background and vast experience, it will be in the interest of the Company that he continues as Director of the Company.

Except Shri Pramod Narang, being an appointee, none of the Directors, Key Managerial Personnel and/ or their relatives, is/ are interested or concerned, financially or otherwise in the resolution no. 5 except as may be deemed to be concerned or interested in the proposed resolution to the extent of their shareholding in the Company, if any. The Board recommends the ordinary resolution set out at Item No. 5 for the approval of Members.

Item No. 6

thShri Akshay Kumar Singh (DIN: 03579974) was appointed by Board of Directors of the Company in its meeting held on 8 January, 2021 on the recommendation of Nomination and Remuneration Committee of the Board, as Additional Director in the capacity of Managing Director & CEO of the Company for a period of five years or attaining the age of 65 years, whichever is

stearlier from the date of joining the Company. He has joined the Company on 1 February, 2021. The appointment of Managing Director & CEO is required to be approved by the Members in the General Meeting. The terms and conditions of his appointment are attached as Appendix-B to this Notice.

His brief resume, inter-alia, giving nature of expertise in specific functional area, shareholding in the Company, other Directorship, Membership/ Chairmanship of Committees and other particulars are enclosed with this notice.


Except Shri Akshay Kumar Singh, being an appointee, none of the Directors, Key Managerial Personnel and/ or their relatives, is/ are interested or concerned, financially or otherwise in the resolution no. 6 except as may be deemed to be concerned or interested in the proposed resolution to the extent of their shareholding in the Company, if any. The Board recommends the ordinary resolution set out at Item No. 6 for the approval of Members.

Item No. 7

Shri Subhash Kumar (DIN : 07905656), was nominated as Nominee Director of the Company by Oil and Natural Gas thCorporation Limited (ONGC) and was accordingly appointed as Additional Director w.e.f. 9 April 2021 as per the terms and

conditions contained in Articles of Association of the Company, to hold office up to this Annual General Meeting. Shri Subhash Kumar, if appointed, shall be liable to retire by rotation.

His brief resume, inter-alia, giving nature of expertise in specific functional area, shareholding in the Company, other Directorship, Membership / Chairmanship of Committees and other particulars are enclosed with this notice.


Except Shri Subhash Kumar, being an appointee, none of the Directors, Key Managerial Personnel and/ or their relatives, is/ are interested or concerned, financially or otherwise in the resolution no. 7 except as may be deemed to be concerned or interested in the proposed resolution to the extent of their shareholding in the Company, if any. The Board recommends the ordinary resolution set out at Item No. 7 for the approval of Members.

Statement pursuant to Section 102 of the Companies Act, 2013

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Item No. 8

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, appointed Amb. Bhaswati thMukherjee (DIN: 07173244) as an Additional Director (Independent Director) of the Company, with effect from 13 August,

2021 for a period of three years as per the terms and conditions contained in Articles of Association of the Company, to hold office upto this Annual general Meeting. Amb. Mukherjee, if appointed, shall not liable to retire by rotation.

The Company has also received a declaration of independence from Amb. Mukherjee. In the opinion of the Board, Amb. Mukherjee fulfils the conditions as set out in Section 149(6) and Schedule IV of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, of being eligible for appointment as Independent Director. Ambassador Mukherjee is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and has given her consent to act as a Director. In view of her background and vast experience, it will be in the interest of the Company that she continues as Director of the Company.

A copy of the draft Letter of Appointment for Independent Directors is available for inspection at the Registered Office of the Company during business hours on any working day and the same is also available on the website of the Company.

Her brief resume, inter-alia, giving nature of expertise in specific functional area, shareholding in the Company, other Directorship, Membership / Chairmanship of Committees and other particulars are enclosed with this notice.

Except Amb. Mukherjee, being an appointee, none of the Directors, Key Managerial Personnel and/ or their relatives, is/ are interested or concerned, financially or otherwise in the resolution no. 8 except as may be deemed to be concerned or interested in the proposed resolution to the extent of their shareholding in the Company, if any. The Board recommends the ordinary resolution set out at Item No. 8 for the approval of Members.

Item No. 9

As per Regulation 23(4) of SEBI LODR Regulations, 2015, approval of the shareholders through ordinary resolution is required, if the transaction(s) to be entered into individually or taken together with the previous transaction(s) during a financial year with a related party, exceeds 10% of the annual consolidated turnover of the Company as per last audited financial statements of the Company. All entities who are related parties of Petronet LNG Limited (PLL) cannot vote to approve the relevant transaction irrespective of whether the entity is a party to the particular transaction or not.

Petronet LNG Limited has entered into various agreements for Sale of LNG & Regasified LNG and providing regasification services at its terminals.

The particulars of contracts, arrangements and transactions are as under:

(a) Name of the Related Party(s): GAIL (India) Limited (GAIL), Indian Oil Corporation Limited (IOCL), Oil and Natural Gas Corporation Limited (ONGC) and Bharat Petroleum Corporation Limited (BPCL) and their affiliates.

(b) Name of the Director or Key Managerial Personnel (KMP) who is related: None (other than Shri Manoj Jain, Shri Shrikant Madhav Vaidya, Shri Subhash Kumar and Shri Arun Kumar Singh to the extent of being common Board Member of PLL as well as of the Promoter Companies viz. GAIL, IOCL, ONGC and BPCL respectively).

(c) Nature of relationship: GAIL, IOCL, ONGC and BPCL and their affiliates are related party(s) under the Companies Act, 2013 and the SEBI Regulations, 2015.

(d) Nature, Material Terms of contracts, arrangements and transactions:

The Company has entered into the following agreements / contracts in the ordinary course of business and on arm’s length basis:

1. Gas Sales and Purchase Agreement (GSPA) of 7.50 MMTPA (as amended from time-to-time), entered in 2003 with GAIL, IOCL and BPCL, in the ratio of 60:30:10 respectively, with validity till 2028: These agreements have been entered as back-to-back arrangement for LNG Sale and Purchase Agreements from RasGas of Qatar. The Long-Term Sales Agreements are materially back-to-back in terms of duration, quantity, price, foreign exchange fluctuation etc. in line with the long-term LNG Purchase contracts.

2. Gas Sales and Purchase Agreement (GSPA) of 1.425 MMTPA (as amended from time to time), entered in 2010 with BPCL, IOCL and GAIL, in the ratio of 40:30:30 respectively, with validity till 2035: These agreements have been


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PETRONETLNGLIMITED

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entered as back-to-back arrangement for LNG Sale and Purchase Agreements from Mobil Australia Resource Company. The Long-Term Sales Agreements are materially back-to-back in terms of duration, quantity, price, foreign exchange fluctuation etc. in line with the long-term LNG Purchase contracts.

3. The Company also has Agreement with ONGC Limited for extraction of higher hydrocarbons from LNG imported which is replenished through LNG sourced on long-term/short-term/spot basis and is valid till 2028. This contract is for a volume of upto 0.973 MMTPA.

4. The Company also has long-term capacity regasification services agreements including Agreement for 2.5 MMTPA Capacity with GAIL, 1.5 MMTPA with IOCL and 1 MMTPA with BPCL at Dahej Terminal, valid till 2036. These long-term capacity regasification agreements are firm commitment contracts, on use or pay basis.

5. Further, the Company also supplies LNG/RLNG to the above said related parties on spot/short-term basis from time-to-time in its normal course of business. In addition, the Company also provides regasification and other related services to GAIL, IOCL, BPCL, ONGC and their affiliates.

As detailed above, the long-term sales and services agreements enabling committed Terminals capacity utilization totalling 14.9 MMTPA (66.22% of the name plate capacity) has been entered with related parties out of current nameplate capacity of Company’s Dahej and Kochi Terminals of 17.5 MMTPA and 5 MMTPA respectively.

(e) Monetary value: The consolidated turnover of the Company for FY 2020-21, as per the audited financial results was Rs 26,02,290 lac. The actual value of material transactions falling under Regulation 23(1) of the Listing Regulations for the Financial Year 2020-21 was Rs. 24,95,162 lac (96% of total consolidated turnover of the Company).The details of such transactions, as per the audited financial results of FY 2020-21 are as under:

Transactions with the Related Parties in the ordinary course of business during FY 2020-21

Nature of Transaction

Sales of RLNG, Regasification and other services

Party Name

GAILIOCL BPCL ONGC

For the year ended 31 March 2021

13,01,6077,28,7573,68,072

96,726

24,95,162Total

The estimated value of material transactions falling under Regulation 23(1) of the Listing Regulations for the financial year 2022-23 is likely to exceed 10 percent of the annual consolidated turnover of the Company as per the latest audited financial statements of the Company and subsisting contracts, arrangements and transactions entered into or to be entered into. The shareholders had already accorded approvals for such material related party transactions since applicability of the relevant provisions in this regard w.e.f. 01.12.2015.

(f) Any other information relevant or important for the Members to make a decision on a proposed transaction: All the above Agreements and transactions entered/to be entered on arm’s length basis forms more than 96% of the Company’s consolidated turnover and is critical to the business of the Company. These contracts provide a secured business model to the Company while ensuring energy security to the Nation by making available around 65% of present imported LNG consumption in the core sectors viz. fertilizers, power, CGD, refineries, petrochemicals etc.

None of the Directors, Key Managerial Personnel and/ or their relatives, is/ are interested or concerned, financially or otherwise in the resolution except as may be deemed to be concerned or interested in the proposed resolution to the extent of their shareholding in the Company, if any.

The Board of Directors of the Company recommends the Resolution(s) as set out in the accompanied Notice for approval of the shareholders.

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Details of Commission on Profit Rs. In lacs

FY Functional Director (amount of commission)

Profit for calculating Commission as per Section 198 of the CA, 2013

% of PBT Independent Director

% of PBT

2016-17

2017-18

2018-19

2019-20

2020-21

20.00

22.50

22.50

22.50

2,36,331

3,05,878

3,23,358

3,11,065

3,96,370

0.0085

0.0074

0.0070

0.0072

0.0057

7.50

8.50

8.50

8.50

8.50

0.0032

0.0028

0.0026

0.0027

0.002122.50

Item No. 10

The Board, while appointing the functional directors (including Managing Director), had approved the payment of commission on profit if any, decided by the Board on yearly basis subject to and within the ceiling as may be approved by the shareholders.

th thThe Members of the Company had approved initially in the 9 Annual General Meeting (AGM) held on 14 June, 2007 which th stwas further approved on 30 June, 2011, 21 September, 2016 for a period of 5 years respectively that the payment and

distribution of a sum not exceeding 1% per annum of the profits of the Company calculated in accordance with the provisions of Section 198 of the Companies Act, 2013, by way of commission on profits to and amongst the Directors of the Company such amount or proportions and in such manner and in all such respects as may be determined by the Board of Directors from time to time and such payments shall be made for a further period of five years commencing from Financial Year 2016-17.

The details of Commission of the Functional and Independent Directors as decided by the Board from the Financial Year 2016-17 to Financial Year 2020-21 is as follows:

The amount of Commission in terms of percentage of PBT is very small and well within the overall ceiling of 1% of the PBT of the Company.

The Commission on Profits to Directors are governed by the provisions contained under Companies Act, 2013, SEBI (LODR) Regulations, 2015 and the Articles of Association of the Company, the same are explained below for the information of the Board.

Section 196 (4) of the Companies Act, 2013 provided that subject to the provision of section 197 and Schedule V, a managing director, whole- time director or manager shall be appointed and the terms and conditions of such appointment and remuneration payable be approved by the Board of Directors at a meeting which shall be subject to approval by a resolution at the next general meeting of the company and by the Central Government in case such appointment is at variance to the conditions specified in Part I of that Schedule.

Section 197 of the Companies Act, 2013 deals with the overall managerial remuneration that can be payable to Directors.

Section 197(6) of the Companies Act, 2013 provided that a director or manager may be paid remuneration either by way of a monthly payment or at a specified percentage of the net profits of the company or partly by one way and partly by the other.

Second proviso to Section 197(1) of the Companies Act, 2013 stipulates that the remuneration payable to directors who are neither managing directors nor whole-time directors (Non-executive Directors which include Independent Directors) shall not exceed one per cent. of the net profits of the company.

Sub-section 4 of Section 197 of the Companies Act, 2013, inter-alia, provides that the remuneration payable to the directors of a company, including any managing or whole-time director or manager, shall be determined, in accordance with and subject to the provisions of this section, either by the articles of the company, or by a resolution or, if the articles so require, by a special resolution, passed by the company in general meeting and the remuneration payable to a director determined aforesaid shall be inclusive of the remuneration payable to him for the services rendered by him in any other capacity.

As per Regulation 17(6) of SEBI (LODR) Regulations, 2015, the board of directors shall recommend all fees or compensation, if any, paid to non-executive directors, including independent directors and shall require approval of shareholders in general meeting.

+ +

+ +

+ +

+

+

+


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PETRONETLNGLIMITED

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Article 118 of the Articles of Association of the Company stipulates the following:

Subject to the provisions of Sections 198, 309 and 310 of the Act,

a) a Director who is either in the whole-time employment of the Company or a Managing Director may be paid remuneration either by way of a monthly payment or at a specified percentage of the net profits of the Company or partly by one way and partly by the other;

b) a Director who is neither in the whole-time employment of the Company nor a Managing Director may be paid remuneration - either

(i) by way of monthly, quarterly or annual payment with the approval of the Central Government; or

(ii) by way of commission if the Company by Special Resolution authorises such payment.

The Resolution passed by the Shareholders for disbursement of Commission on Profits to Directors is valid till the Financial Year 2020-21 and thus approval of Members is required for distribution of a sum not exceeding 1% per annum of the profits of the Company calculated in accordance with the provisions of Section 198 of the Companies Act, 2013, by way of commission to and amongst the Directors of the Company in such amount or proportions and in such manner and in all such respects as may be determined by the Board of Directors from time-to-time and such payments shall be made for a further period of five years commencing from Financial year 2021-22 as per past practise and in view of the healthy financial position of the Company.

Your Directors recommend the resolution for approval of the Members as Special Resolution as per requirement of Companies Act, 2013 and Rules made thereunder.

All Directors of the Company are concerned or interested in the proposed resolution to the extent of the Commission on profits of the Company payable to them.

By Order of the Board For Petronet LNG Limited

(Rajan Kapur) CGM &Vice President-Company Secretary


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Annexure-1 to AGM Notice

Brief Resume of Directors retiring by rotation and eligible for re-appointment / Additional Director(s) vacating office at 23rd AGM and proposed to be appointed / re-appointed.

1) Shri Sanjeev Kumar

Name Shri Sanjeev Kumar (DIN: 03600655)

Age 50 years

Date of Appointment 04/09/2019

Educational Qualification B. Tech (Hons) from I.I.T. Kharagpur and Masters in Public Affairs from Humphrey School of Public Affairs, University of Minnesota, USA.

He has very rich knowledge and wide experience of working in various Government Departments and Public Sector Undertaking. He has held distinguished positions in Government of Gujarat including Collector Kheda & Gandhinagar. He has vast experience in Finance Department wherein he has served as Addl. Secretary (Budget), Secretary (Expenditure) and Secretary (Economic Affairs). He was Managing Director of Gujarat State Investment Limited. He has also served as Director on the Board of various Companies including Gujarat State Financial Services Ltd, Gujarat Industrial Development Corporation, Gujarat State Electricity Corporation, Gujarat Mineral Development Corporation, Gujarat Urban Development Company Limited, Gujarat State Transport Corporation Ltd, Gujarat Infrastructure Development Board, Diamond Research and Mercantile City Ltd, Urban Ring Development Corporation Ltd, Dholera Industrial City Development Ltd.

He is presently Managing Director of Gujarat State Petroleum Corporation Limited and Jt. Managing Director of Gujarat State Petronet Limited.

Terms and conditions of Nominated by GMB/GOG as per the terms and conditions contained in Articles of Association of the Company.Appointment

Directorship held in other a) Gujarat State Petroleum Corporation Limited – Managing Director b) Gujarat State Petronet Limited – Joint Managing Director (Listed)Companies

c) Gujarat Gas Limited – Managing Director (Listed) d) Gujarat State Energy Generation Limited – Chairman, Non Executive Director e) Guj Info Petro Limited – Chairman, Non- Executive Director f) Sabarmati Gas Limited – Chairman, Non- Executive Director g) GSPC Pipavav Power Company Limited – Non- Executive Director h) GSPL India GasNet Limited – Non- Executive Director i) GSPL India Transco Limited – Non- Executive Director

Membership/ Chairmanship a) Gujarat Gas Limited – Member, Audit Committee b) Gujarat State Petronet Limited– Member, Audit Committee & Stakeholders’ of committees*

Relationship Committee c) Gujarat State Petroleum Corporation Limited – Member, Audit Committee

Disclosure of relationship No such relationship between Directors inter-se. between Directors inter-se in Petronet LNG Limited

No. of shares held in Nil PLL as on 31.03.2021

Attendance in Board 12 out of 15 meetings held in FY 2020-21

during his tenure

Experience / Expertise inSpecific Area


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PETRONETLNGLIMITED

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2) Shri Manoj Jain

Specific Area

Name Shri Manoj Jain (DIN: 07556033)

Age 59 years


Educational Qualification Graduation in Mechanical Engineering and MBA in Operations Management.

Experience / Expertise in He possesses rich and diverse experience encompassing more than 34 years with GAIL (India) Ltd. in the areas of Business Development, Projects, O&M, Petrochemicals, Pipeline Integrity Management and Marketing which has allowed him to gain insight and knowledge across multiple business units and functional areas. As Chairman and Managing Director of GAIL (India) Limited, Shri Manoj Jain is also currently Chairman of GAIL GLOBAL (USA) Inc. (GGUI), GAIL GLOBAL (USA) LNG LLC (GGULL), GAIL Gas Limited (GGL), Brahmaputra Cracker & Polymer Limited (BCPL), Mahanagar Gas Limited (MGL) and Director in Petronet LNG Limited (PLL). In his previous stint as Director(BD), he was responsible for building GAIL's Business Portfolio in India and abroad, Merger and Acquisition, Petrochemical O&M and Expansion, Exploration & Production, R&D, Start–Up, Health Safety & Environment management, Quality Management, Project Development including feasibility study and investment approval for new pipelines, process plants, renewables etc.

Shri Manoj Jain was responsible for Gas Marketing activities in his role as Executive Director (Marketing-Gas). He also spearheaded the installation and commissioning of the USD 1.4 Billion grassroots Petrochemical complex, as Chief Operating Officer of BCPL.

Earlier, Shri Jain worked in Operation & Maintenance at the Corporate Level for a number of years and his experience includes managing logistics of Gas Business with a perspective of Operation and Management of all pipelines of company and in the process played a significant role in establishing the National Gas Management Centre (NGMC) and systems and procedures for transmission and marketing of comingled gases.

Terms and conditions of Nominated by GAIL (India) Limited as per the terms and conditions contained in Articles of Association of the Company.Appointment

Directorship held in other a) GAIL (India) Limited–Chairman & Managing Director (Listed) b) GAIL Gas Limited – ChairmanCompanies

c) Brahmaputra Cracker & Polymer Limited– Chairman d) Mahanagar Gas Limited – Non- Executive Chairman (Listed)

Membership/ Chairmanship Nil of committees*

Disclosure of relationship No such relationship between Directors inter-se. between Directors inter-se in Petronet LNG Limited


Attendance in Board 13 out of 14meetings held in FY 2020-21 during his tenure

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Specific Area

3) Shri Pramod Narang

Name Shri Pramod Narang (DIN:07792813)

Age 58 years


Educational Qualification Mechanical Engineer from Karnataka Regional Engineering College (KREC), Surathkal (now NIT, Surathkal)

Experience / Expertise in He joined the Pipelines Division of Indian Oil Corporation Ltd. in 1985 as a Graduate Engineer Trainee, thereafter rising to the rank of Executive Director in the company.

With over 36 years‚ experience in oil and gas industry, Shri Narang has made immense contributions in various fields like design, detailed engineering and execution of cross-country oil and gas pipeline projects, Operation & Maintenance, Corporate Planning functions, Projects Monitoring, Purchase & Contracts, etc. Construction of large crude oil and petroleum products storage tank farms at Vadinar (Gujarat), Panipat and Paradip; construction of Kandla-Bhatinda product pipeline, Koyali-Sidhpur products pipeline, Paradip-Haldia crude pipeline, Jaipur-Panipat naphtha pipeline are some of the major projects of national importance, executed by him and completed within schedule. He also played a central role in execution and commissioning of India’s first trans-national petroleum products pipeline from Motihari in Bihar to Amlekhganj in Nepal, a strategically important project, with Nepal being one of the eminent neighbours of the country. This project was also completed in a record time. During 2019-20, as head of Contracts & Purchase function, he steered his team in placing highest-ever works and purchase awards along with achieving a record reduction in the lead time.

In November 2020, Shri Narang joined Petronet LNG Ltd. as Director (Technical) and as one of his first priorities, focused on achieving improvements in overall plant operations of Dahej and Kochi RLNG terminals. Besides playing a vital role in steering the future expansion plans of the company, which are also of strategic importance to the country, he is also strengthening company’s efforts towards venturing into new business areas and diversification initiatives.

Terms and conditions of Terms and Conditions of appointment are mentioned in the explanatory statement above. Appointment

Directorship held in other Petronet Energy Limited – Non Executive Director Companies

Membership/ Chairmanship Petronet LNG Limited – Member, Audit Committeeof committees*

Disclosure of relationship No such relationship between Directors inter-se.between Directors inter-se in

Petronet LNG Limited

No. of shares held in PLL as Nil on 31.03.2021

Attendance in Board meetings 4 out of 4held in FY 2020-21 during his tenure


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PETRONETLNGLIMITED

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Name Shri Akshay Kumar Singh (DIN:03579974)

Age 60 years


Educational Qualification Mechanical Engineer from MIT, Muzaffarpur and a post graduate in Turbo Machinery from South Gujarat University.

Experience / Expertise in He is a veteran of the Oil and Gas industry in India. His career spanning 35 years has wide-ranging experiences across design, engineering, planning, execution and O&M of complex pipeline systems and process plants. He has an unblemished track record of delivering challenging, complex and large size transnational as well as cross-country pipeline projects of national importance.

Prior to joining Petronet LNG Limited, he was Director - Pipelines in IndianOil Corporation Limited. Under his leadership, India’s first transnational multiproduct hydrocarbon pipeline from India to Nepal (Motihari to Amlekhganj) was completed 8 months before schedule and was appreciated by Hon’ble Prime Ministers of both countries. He also set up the infrastructure (for IOCL) to execute City Gas Distribution projects in 17 Geographical Areas, at an estimated capex of INR 13,873 Crores.

Before joining IndianOil, Shri Singh served as Executive Director in GAIL India Limited. In a career journey of over 30 years, he worked across project development, project execution, corporate HSE, R&D and Risk Management.

He ensured the completion of the 1000 kms Dhabol – Bengaluru (DBPL) and 700 kms Dahej – Uran / Dhabol – Panvel (DUPL/DPPL) Natural Gas Pipelines in record time of 15 and 11 months, respectively, which was appreciated by the State and Central Governments. He also led a team that derived the formulation of a unified pool tariff model for transportation of Natural Gas across the country, for submission to PNGRB. From 1996 – 2002, he was instrumental in developing Mumbai’s City Gas Distribution infrastructure, while working for Mahanagar Gas Limited.

In 2015, he was tasked to lead a team that identified opportunities to maximise GAIL’s annual profitability, and that continues to deliver substantial impact.

Shri Singh has also played a pivotal role in the formation, execution and roll-out of key joint-ventures to develop hydrocarbon pipeline networks of national importance; (i) Indradhanush Gas Grid Limited (IGGL), having equity participation of 20% each by IOCL, GAIL, ONGC, NRL and Oil India Ltd, for execution of 9250 kms long natural gas pipeline connecting all state capitals of 8 North East states, having capex of INR 9265 Crores; (ii) IHB Limited, a consortium of IOCL (50%), BPCL (25%) and HPCL (25%) for execution of one of world’s longest LPG pipeline (2800 kms) namely Kandla-Gorakhpur (KGPL) having capex of INR 10,888 Crores.

He also served as Chairman of IHB Limited and as Director at Talcher Fertilizers Limited as well as Andhra Pradesh Gas Distribution Corporation Ltd.

Shri Singh is a Mechanical Engineer from MIT, Muzaffarpur and Post Graduate in Turbo Machinery from South Gujarat University.

Terms and conditions of Terms and Conditions of appointment are mentioned in the explanatory statement above Appointment

Directorship held in other a) Petronet Energy Limited, Non-executive Chairman b) Petronet LNG Foundation, Non-Executive ChairmanCompanies

Membership/ Chairmanship NIL of committees*

Disclosure of relationship No such relationship between Directors inter-se.between Directors inter-se in Petronet LNG Limited

No. of shares held in 4000 PLL as on 31.03.2021

Attendance in Board meetings 3 out of 3held in FY 2020-21 duringhis tenure

4) Shri Akshay Kumar Singh

Specific Area

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5) Shri Subhash Kumar

Name Shri Subhash Kumar ( (DIN:07905656)

Age 59 years


Educational Qualification Bachelor’s degree and Master’s degree in Commerce with Gold Medal from Punjab University, Chandigarh. Fellow Member of The Institute of Cost Accountants of India and Associate Member of The Institute of Company Secretaries of India

Experience / Expertise in He has assumed the additional charge of Chairman and Managing Director (CMD) of Oil and Natural Gas Corporation Limited (ONGC) with effect from 1st April 2021.

He is also the Chairman of ONGC Group of Companies comprising of subsidiaries-ONGC Videsh Limited, Mangalore Refinery and Petrochemicals Limited (MRPL), ONGC Mangalore Petrochemicals Ltd (OMPL) and Joint Ventures- ONGC Petro-additions Limited (OPaL), ONGC Tripura Power Company (OTPC), Mangalore SEZ Ltd (MSEZ) and Petronet MHB Ltd(PMHBL). He is also ONGC nominee Director on the Board of Petronet LNG Limited.

Shri Kumar is an industry veteran with over 36 years of professional experience in diverse activities across the Exploration & Production (E&P) value-chain. He joined ONGC in 1985 as a Finance and Accounts Officer. Shri Kumar grew up along the hierarchy and served in different capacities in ONGC and the Group Companies. During his tenure with ONGC Videsh, Shri Kumar was associated with key acquisitions and expansion of company's footprint from a single asset company in 2001 into a company with global presence. He played a key role in the evaluation and acquisition of several overseas assets.

He has served as the Chief Financial Officer (CFO) of Mansarovar Energy Colombia Limited, a 50:50 joint venture of ONGC Videsh and Sinopec of China from September 2006 to March 2010. Thereafter, he had a long stint at ONGC’s overseas arm ONGC Videsh from 2010 to 2015 where he successfully steered company’s Business Development, Finance, Budget & Treasury Planning and Portfolio Management Groups.

Shri Kumar joined back ONGC in July 2016 as the Chief Commercial and Head Treasury, and he played a key role in evaluation, negotiation, and concluding outstanding issues pertaining to the organization. During 2017, Mr Subhash Kumar also served a brief stint with Petronet LNG Limited as its Director (Finance).

Shri Kumar was appointed as Director (Finance) of ONGC in January 2018. Shri Kumar has also served as Director on the Board of ONGC Group Companies viz. MRPL, HPCL, Petronet MHB Limited, OTPC and OPaL. He has championed the issues relating to various JVs and group entities at Board level. He has successfully led transformation of JVs and group companies into a cohesive group, implemented entity-specific action plan, resulting in significant increase in their efficiency and contributions to the ONGC Group.

Shri Kumar is also President of Global Compact Network India (GCNI), the Indian Local Network of the United Nations Global Compact (UNGC) which has been providing a robust platform for Indian businesses, academic institutions and civil society organizations to embrace the Ten Principles of Global Compact Network, United Nations.

Shri Kumar is a Fellow Member of Institute of Cost Accountants of India and Associate Member of ICSI. He is an alumni of Panjab University Chandigarh, from where he obtained his Bachelor’s and Master’s degrees in Commerce with Gold Medal. An avid sportsperson and fitness enthusiast, Shri Kumar has keen interest in Golf and Badminton.

Terms and conditions of Nominated by ONGC as per the terms and conditions contained in the Articles of Association.Appointment

Directorship held in other a) Oil and Natural Gas Corporation Limited- Whole-time Director and additional charge of CMD b) Mangalore Refinery & Petrochemicals Limited - ChairmanCompanies

c) ONGC Petro Additions Limited - Chairman d) ONGC Tripura Power Company Limited - Chairman e) ONGC Mangalore Petrochemicals Limited - Chairman f) Mangalore SEZ Limited - Chairman g) ONGC Videsh Limited- Chairman h) Petronet MHB Limited- Chairman

Specific Area


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PETRONETLNGLIMITED

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Membership/ Chairmanship Oil and Natural Gas Corporation Limited – Member, Stakeholders’ Relationship Committee of committees*

Disclosure of relationship No such relationship between Directors inter-se. between Directors inter-se inPetronet LNG Limited


Attendance in Board NA meetings held in FY 2020-21

during his tenure

6) Amb. Bhaswati Mukherjee

Name Amb. Bhaswati Mukherjee (DIN:07173244)

Age 68 years


Educational Qualification Post graduate (First Class) in History from Delhi University and has a Degree (Superior) in French History and Civilization from Sorbonne University, France.

Experience / Expertise in She joined the Indian Foreign Service in 1976 and was India’s Ambassador to UNESCO, Paris, and India’s Ambassador to the Netherlands, The Hague from 2010 to 2013.

Ms. Mukherjee has worked successfully on Indentured Labour Route Project for UNESCO and Government of Mauritius. Her Book on ‘India and EU: an Insider View’ commissioned by Indian Council of World Affairs, a leading Indian think tank and published in August 18 is a best seller.

Her latest book, ‘Bengal and its Partition: an Inside Story’ published by Rupa and released in March 21, is a global best seller.

She completed FICCI’s course on ‘Woman and Corporate Governance’. She successfully cleared with distinction Ministry of Corporate Affairs online proficiency test for Independent Directors in October 2020.

Besides, this she has also written many other books and have published over 100 articles, columns reports and monographs in leading national and international publications. She was a Senior Expert Consultant to DFID.

A natural orator, Ms. Mukherjee is a political Commentator on TV on Indian Culture and Civilization, the India EU relationship, Brexit, India’s interests in the Indo Pacific, the Chemical Weapons regime, nuclear issues and the changing contours of India’s Foreign Policy.

Ms. Mukherjee has participated in briefings, seminars, round tables on questions relating to India and the EU, India and its neighbours, the United Nations Human Rights Programme, the human rights of women and the girl child as well as issues relating to UNESCO’s areas of competence, particularly in Education and Culture.

Ms. Mukherjee lectures at Sushma Swaraj Foreign Service Institute and different Universities in India and abroad. She is presently a senior consultant to MGIEP, UNESCO and an Independent Director on the Board of Jindal Stainless Limited, JK Lakshmi Cement Limited and Udaipur Cement Works Limited.

Terms and conditions of Terms and Conditions of appointment are mentioned in the explanatory statement above. Appointment

Directorship held in other a) Jindal Stainless Limited – Independent DirectorCompanies b) Udaipur Cement Works Limited-Independent Director c) JK Lakshmi Cement Limited- Independent Director

Membership/ Chairmanship Jindal Stainless Limited- Member, Audit Committeeof committees*

Specific Area

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This notice of meeting has been prepared on the basis that PLL will conduct its AGM through video conferencing only. We continue to monitor the rapidly developing situation, including the latest Government guidance. The health and safety of shareholders and PLL employees are of paramount importance.

PLL will provide updates on its website regarding any changes to the meeting and or its proceedings at www.petronetlng.in

For other details regarding meetings of the board / committees of the board, remuneration drawn and relationship with other directors and key managerial personnel in respect of above directors, please refer to the Corporate Governance Report which is a part of this Annual Report.

Disclosure of relationship No such relationship between Directors inter-se. between Directors inter-se inPetronet LNG Limited

No. of shares held in PLL as Nil

on 31.03.2021

Attendance in Board NAmeetings held in FY 2020-21 during her tenure

* Membership of only Stakeholders’ Relationship Committee and Audit Committee has been considered.

HEALTH NOTE ON CORONAVIRUS (COVID 19)

We solicit your valuable cooperation and support in our endeavour to contribute our bit to the environment. We appeal to Members to register/update their email addresses with their Depository Participant (DP) (if shares are held in electronic mode) or RTA/Company (if shares are held in physical mode) for receiving communications from the Company.


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Appendix -A

The terms and conditions of appointment of Shri Pramod Narang, Director (Technical) are as under:

1. Salary: Total Fixed Pay is Rs. 76,31,274/-. The detailed CTC structure is appended below in the table. Shall be eligible for first annual increment in April, 2021 and thereafter, year on year as per Company Policy.

2. Perquisites

a. Housing: Rent free furnished accommodation along with benefits of gas, fuel, water, electricity (Rs. 2,000/- per month), telephone internet and fax as also upkeep and maintenance of company’s furnished accommodation.

Or

House Rent Allowance (HRA) limited to the 60% of Basic salary or if he offers a house in his own name/spouse, the same may be taken on lease limited to 60% of the basic salary.

b. Medical Reimbursement: Reimbursement of medical expenses for self, spouse & three children including dependent parents at actual.

c. Leave Travel Allowance: Leave Travel Allowance will be paid by the company for self and family once in a year subject to a ceiling of one and half month’s basic pay.

d. Club Fees: Reimbursement of club fees, subject to maximum of two clubs.

e. Personal Accident Insurance Policy: The Company, subject to a maximum premium of Rs. 4,000 /- p.a., will provide Personal Accident Insurance Cover as applicable to you.

f. Furniture at residence upto Rs. 3 lacs subject to recovery of Rs. 100/- p.m. and payment of 10% maintenance allowance on self-certification basis with option to repurchase at book value after 7 years or on retirement whichever is earlier.

3. Other benefits

a. Contribution to Provident Fund, Superannuation Fund/Annuity Fund in accordance with the rules of the company.

b. Gratuity as per Gratuity Act.

c. A company owned car with an on-road price upto Rs. 20 Lacs with services of a driver to be provided by the company for official use. The permissible limit for personal use, an annual ceiling, monthly deduction etc. shall be as per Company Policy.

d. Telephone/Fax/Internet facility – at actual.

e. Leave/Leave Salary as per the rules of the Company.

f. Commission on profit as decided by the Board on yearly basis subject to and within the ceiling as may be approved by the Shareholders.

g. The performance incentive would be decided by Remuneration Committee to be constituted by the Board on a year on year basis based on performance of the company.

h. Any and all allowances, perquisites and benefits under the appropriate schemes and rules applicable generally to the officers of the company provided however that the total remuneration shall be within the ceiling prescribed under Schedule V of the Companies Act, 2013.

i. The appointment will be subject to termination by three-months’ notice in writing on either side.

CTC Structure

Total Fixed Pay (INR) Rs. 76,31,274

Monthly Basic Rs. 2,54,380

Annual Basic Pay (A) Rs. 30,52,560

Retirals (B) PF Rs. 3,66,307

SBF/NPS Rs. 4,57,884

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Gratuity Rs. 1,46,758

Total (B) Rs. 9,70,949

Flexi Pay (C) Rs. 36,07,765

HRA Rs. 18,31,536

Fuel Charges

Vehicle Maintenance Rs. 2,00,000

Driver Wages

Medical Rs. 2,54,380

LTA @1.5 times of Basic Pay Rs. 3,81,570

Furniture Advance & Maintenance Rs. 72,857

Housing Loan Subsidy -

Vehicle Loan Subsidy -

Education Allowance Rs. 2,400

Telephone Exp & Newspaper & Periodicals -

Final Special Allowance Rs. 8,65,022

Incentive/ Variable Pay (D) Rs. 19,07,818

Final CTC (A+B+C+D) Rs. 95,39,092

The appointment and other services terms will be subject to the relevant provisions of the Companies Act, 2013 and as amended from time to time.

No sitting fees will be paid to Shri Pramod Narang for attending the meetings of the Board or any Committee thereof.

The tenure of appointment is for a period of 5 years from the date of taking over the charge of Director (Technical).


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Appendix-B

The terms and conditions of appointment of Shri Akshay Kumar Singh, MD & CEO are as under:

1. Salary: Total Fixed Pay is Rs. 1,25,95,396/-. Shall be eligible for first annual increment in April, 2021 and thereafter year on year as per Company Policy.

2. Perquisites

a. Housing: Rent free furnished accommodation along with benefits of gas, fuel, water, electricity (Rs. 3,000/- per month), telephone internet and fax as also upkeep and maintenance of company’s furnished accommodation.

Or

House Rent Allowance (HRA) limited to the 60% of Basic salary or if he offers a house in his own name/spouse, the same may be taken on lease limited to 60% of the basic salary.

b. Medical Reimbursement: Reimbursement of medical expenses for self, spouse & three children including dependent parents at actual.

c. Leave Travel Allowance: Leave Travel Allowance will be paid by the company for self and family once in a year subject to a ceiling of one and half month’s basic pay.

d. Club Fees: Reimbursement of club fees, subject to maximum of two clubs.

e. Personal Accident Insurance Policy: The Company, subject to a maximum premium of Rs. 5,000 /- p.a., will provide Personal Accident Insurance Cover as applicable to you.

f. Furniture at residence upto Rs. 3.5 lacs subject to recovery of Rs. 100/- p.m. and payment of 10% maintenance allowance on self-certification basis with option to repurchase at book value after 7 years or on retirement, whichever is earlier.

3. Other benefits

a. Contribution to Provident Fund, Superannuation Fund/Annuity Fund in accordance with the rules of the company.

b. Gratuity as per Gratuity Act.

c. A company owned car with an on-road price upto Rs. 30 Lacs with services of a driver to be provided by the company for official use. The permissible limit for personal use, an annual ceiling, monthly deduction etc. shall be as per Company Policy.

d. Telephone/Fax/Internet facility – at actual.

e. Leave/Leave Salary as per the rules of the Company.

f. Commission on profit as decided by the Board on yearly basis subject to and within the ceiling as may be approved by the Shareholders.

g. The performance incentive would be decided by the Remuneration Committee to be constituted by the Board on a year on year basis based on performance of the company.

h. Any and all allowances, perquisites and benefits under the appropriate schemes and rules applicable generally to the officers of the company provided however that the total remuneration shall be within the ceiling prescribed under Schedule V of the Companies Act, 2013.

I. The appointment will be subject to termination by three-months’ notice in writing on either side.

CTC Structure

Total Fixed Pay (INR) 1,25,95,396

Monthly Basic 4,19,850

Annual Basic Pay (A) 50,38,200

Retirals (B) PF 6,04,584

SBF/NPS 7,55,730

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The appointment and other services terms will be subject to the relevant provisions of the Companies Act, 2013 and as amended from time to time.

No sitting fees will be paid to Shri Akshay Kumar Singh for attending the meetings of the Board or any Committee thereof.

The tenure of appointment is for a period of 5 years or attaining the age of 65 years, whichever is earlier, from the date of taking over the charge of Managing Director & Chief Executive Officer.

Gratuity 2,42,221

Total (B) 16,02,535

Flexi Pay (c) 59,54,661

HRA 30,22,920

Fuel Charges

Vehicle Maintenance 2,00,000

Driver Wages

Medical 4,19,850

LTA @1.5 times of Basic Pay 6,29,775

Furniture Advance & Maintenance 85,000

Housing Loan Subsidy 58,477

Vehicle Loan Subsidy -

Education Allowance 2,400

Telephone Exp & Newspaper & Periodicals -

Final Special Allowance 15,36,239

Incentive/ Variable Pay (D) 31,48,849

Final CTC (A+B+C+D) 1,57,44,245


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DIRECTORS' REPORT

Dear Shareholders,

On behalf of the Board of Directors, it is our privilege and rdhonour to present the 23 Annual Report along with Audited

Standalone and Consolidated Financial Statements and Auditors’ Report thereon for the financial year ended

st31 March, 2021.

COVID-19

During the year 2020-21, the world at large suffered with Novel Coronavirus (COVID-19). The Novel Coronavirus (COVID-19) has infected more than billion people in more than 220 countries – a scourge confronting all of humanity, impacting lifestyles, businesses, economies and the assumption of common well-being that all of us have largely taken for granted. Despite adverse circumstances, the Company continued to deliver its best in its operations and also effectively contributed towards the society at large by undertaking various activities under corporate social responsibility.

PHYSICAL PERFORMANCE

The financial year 2020-21 saw the Company operating its Dahej Terminal at 16.40 million tonnes throughput as compared to 17.25 million tonnes in the previous financial year 2019-20. The demand for LNG decreased during the year due to nation-wide lockdown restrictions owing to COVID-19 pandemic situation in the country. During the financial year 2020-21, the Dahej Terminal handled 254 LNG Cargoes and supplied 849.23 TBTUs of RLNG as compared to 263 LNG cargoes during financial year 2019-20 wherein supplies were 885.06 TBTUs of RLNG. During the financial year 2020-21, 2852 LNG Road Tankers from Dahej Terminal and 376 LNG Road Tankers from Kochi Terminal were also loaded and dispatched. The utilization of Kochi Terminal increased during 2020-21 owing to commissioning of Mangalore section of GAIL’s Kochi Mangalore pipeline network for gas evacuation. 14 LNG Cargoes were handled at the Kochi Terminal during the financial year 2020-21 as compared to 12 LNG Cargoes during the year 2019-20. During the year 2020-21, Kochi terminal supplied 46.92 TBtus of RLNG as compared to 42.78 TBtus in financial year 2019-20.

SHIPPING ARRANGEMENTS

Your Company imports 7.5 MMTPA of LNG from Ras Laffan, Qatar on Free On Board (FOB) basis through its three long term chartered LNG vessels namely Disha, Raahi and Aseem. The duration of the charter is 25 years for each vessel. These vessels are owned by a consortium of M/s NYK Line, M/s K-Line, M/s MOL and M/s Shipping

Corporation Ltd. (SCI). The technical management, manning and operations are carried out by SCI. The ships operate on a long-term time charter basis with Petronet as the charterer.

The fourth LNG vessel ‘Prachi’ was delivered on th30 November 2016. The duration of this long term charter is

19 years. Besides Japanese Companies NYK, MOL and K-Line, SCI is also an equity partner in the ship-owning company. Your Company has taken 26% equity in this LNG ship. As is the case with the above mentioned first three ships, the fourth ship is also being manned, managed, maintained and operated by SCI.

Supply of LNG from Gorgon, Australia is now on Delivery Ex Ship (DES) basis and under this agreement our fourth long term chartered LNG vessel “Prachi” has been novated to Exxon Mobil.

During FY 2020-21, the overall shipping operations have run smoothly and the jetty utilization has been optimized without any downtime. LNG vessel Disha had a machinery breakdown and the repairs were delayed due to pandemic Covid-19 as a result vessel was out of service (off hired) for about eight months. However, your Company didn’t incur any downtime or commercial loss due to non-availability of LNG vessel Disha, as all her scheduled cargoes were lifted and transported by timely hiring of substitute LNG vessels at competitive market rates.

DAHEJ LNG TERMINAL

Dahej Terminal, having 17.5 MMTPA nameplate capacity, operated at about 16.40 MMTPA capacity utilization during the FY 2020-21. Dahej Terminal is now catering higher gas demand and its share of gas supplies has consequently increased in the energy mix of India. Capacity utilization was impacted due to National lockdown on account of COVID-19 in first quarter. Your Company is in process of adding two LNG storage tanks (i.e. seventh and eighth LNG Tanks), which are in tendering stage. Feasibility study for third jetty along with facilities to unload ethane and propane is under progress which will not only enhance reliability of LNG ship receiving but will also open business opportunity for your Company in the field of ethane and propane handling. Your company is also evaluating the expansion of Dahej LNG Terminal capacity from 17.5 to 22.5 MMTPA.

LNG Dispensing facility is functional to fill LNG in bus for own employees use.

LNG supplies continued with trucks to various consumers not connected with RLNG pipeline.

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KOCHI LNG TERMINAL

Kochi Terminal, having 5 MMTPA nameplate capacity, operated at increased capacity utilization of about 0.9 MMTPA in FY 2020-21 on completion of GAIL RLNG evacuation pipeline connectivity to Mangalore. Currently, your Kochi terminal is operating at 25% capacity utilization and expected to increase further after completion of GAIL pipeline up to Bangalore. LNG supplies continued with trucks to various consumers not connected with RLNG pipeline. LNG Dispensing facility is also functional in Kochi to fill LNG in bus for own employees use. Also trial run of marine fishing boat on dual fuel (that is LNG + Diesel) is also going on.

During FY 2020-21, off-take of RLNG from Kochi Terminal increased due to completion of RLNG evacuation pipeline connecting Mangalore. The said increase occurred mainly due to start of RLNG supply to MCFL, OMPL, MRPL during second half of 2020-21. ‘Taral’ LNG supplies continued with trucks to various consumers not connected to pipeline.

FINANCIAL PERFORMANCE

During the financial year 2020-21, your Company achieved a turnover of Rs.26,023 Crore as against Rs.35,452 Crore in 2019-20. The net profit during the year stood at Rs.2,949 Crore as against Rs. 2,698 Crore in the previous year. A summary of the comparative financial performance in the fiscal year 2020-21 and 2019-20 is presented below:

DIVIDEND

The Board of Directors of your Company has recommended a final dividend of Rs. 3.50 per equity share of Rs. 10/- each i.e. 35% of the paid-up Share Capital of the Company as on 31st March, 2021. This is in addition to Special Interim Dividend of Rs. 8 per equity share of Rs. 10/- each paid by the Company in December 2020. This is the 15th consecut ive year for which your Company has recommended payment of dividend.

The final dividend shall be paid to the members, whose

names appear in the Register of Members as well as the Beneficial Ownership Position provided by NSDL/CDSL as

ndat the close of business hours on 2 July, 2021 (Record date).

The Board of your Company has formulated a Dividend Distribution Policy (“The Policy”). The Policy is annexed to this Report and is also available on our website at https://www.petronetlng.in/PDF/Dividend_Policy.pdf

CHANGES IN SHARE CAPITAL

There was no change in the Share Capital of the Company during the year. The Company has Authorised Share Capital of the Company of Rs. 30,00,00,00,000/- (Rupees Three Thousand Crore) divided into 3,00,00,00,000 (Three Hundred Crore) Equity Shares of face value of Rs. 10/- (Rupees Ten) each and Paid-up Share Capital of Rs. 15,00,00,00,880/- (Rupees One Thousand Five Hundred Crore Eight Hundred Eighty) divided into 15,00,00,00,88 (One Hundred Fifty Crore Eighty Eight) Equity Shares of face value of Rs. 10/- (Rupees Ten) each.

FINANCING OF PROJECTS

The Balance sheet of your Company is robust enough to raise required debt at reasonable rate of interest through foreign currency loans, Terms Loans, Issuance of Corporate Bonds or any other debt instrument depending on market conditions at appropriate time. Your Company’s Balance Sheet can be easily leveraged to service the loan required to meet the future capex.

NEW BUSINESS INITIATIVES

SETTING UP OF COMPRESSED BIO GAS (CBG) PLANTS

Your company is committed towards providing a cleaner and greener economy. With this objective, your company has embarked upon a new business activity of setting up of CBG plants across India, which shall also contribute to Government of India’s (GoI’s) innovative initiative titled SATAT (Sustainable Alternative Towards Affordable Transportation). Your company has signed MoU with Ministry of Petroleum & Natural Gas (MoPNG), GoI, for setting up and commissioning of 100 Nos. of CBG plants across India. CBG being a renewable business is gaining momentum and may turn out to be a game changer for Indian economy. This would not only bring in reduction in carbon emissions but also reduce the import dependence on fossil fuels and contribute towards the upliftment of rural economy.

Your company’s Board has also accorded in-principle approval to initially set-up/ finance/ acquire 4-5 CBG projects under SATAT scheme at a total financial implication of INR 250 crores. In this direction, PLL has applied against 27 EOIs floated by different Oil & Gas Marketing Companies under

(Rs. in crore)

Particulars 2020-21 2019-20

Revenue from operations 26,023 35,452

Other Income 388 373

Total Revenue (A) 26,411 35,825

Salary & Other operating expenses 21,323 31,463

Finance Charges 336 403

Depreciation 784 776

Total Expenses (B) 22,443 32,642

Profit before exceptional item and tax 3,968 3,183

Exceptional Items - 72

Tax expenses, including deferred tax 1,019 413

Profit after tax 2,949 2,698

Earnings (Rs.) per Share 19.66 17.98


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SATAT and also received multiple Letter of Intents (LOIs) against the same. We have already shortlisted 4 sites in Haryana for the project and are in advance stage of negotiations with the local authorities for allocation of suitable Land for the CBG Project.

FORMATION OF PETRONET ENERGY LIMITED (PEL), A 100% WHOLLY-OWNED SUBSIDIARY OF PLL

Your company envisages to be an integrated energy

company and has thereby incorporated a wholly-owned

subsidiary company 'Petronet Energy Limited' (PEL) with an

authorised share capital of Rs 500 Crore to establish itself as

a key player in the growing Asian gas bunkering market. PEL

is planned to offer LNG Bunkering services, allied services

like Gassing Up and Cooling Down operations and other

value-added services in LNG and Marine sector in phased

manner. The necessary regulatory compliances and unit

formation at Puthuvypeen Special Economic Zone, Kochi is

under progress. The strategic location of Kochi terminal is

expected to spur bunkering activity in the region at

competitive price. With LNG-fuelled tonnage set to increase

in Asia in the coming months, Kochi LNG terminal is

expected to provide a potentially valuable refuelling point for

East-West trade.

PETROCHEMICAL COMPLEX AT PLL DAHEJ TERMINAL

Your company is embarking upon a major diversification

drive to broad base its business activity and is exploring to

have an ethane/ propane import facility at Dahej Terminal.

Your company has also planned for setting up of a

Petrochemical complex based on imported propane at

Dahej LNG Terminal. The foray into Petrochemicals would

be a forward integration of our strategy as the same planned

to get synchronised with our upcoming third jetty project and

available land bank at Dahej.

H A R N E S S I N G T H E C O L D E N E R G Y F R O M

REGASIFICATION PROCESS AT TERMINALS

Your company is exploring the possible business

opportunities from harnessing the cold energy from our

regasification terminals at Dahej and Kochi. Harnessing

LNG’s cold energy not only maximises regasification

terminals’ potential but also offers an opportunity to cut

emissions in cold ware housing chain simultaneously adding

value and improving energy efficiency.

LNG STORAGE AND REGASIFICATION TERMINAL AT

EAST COAST OF INDIA

Your company has successfully established its presence in

the Southern & Western part of the Country, with Dahej

terminal being the busiest terminal in the world. Now your

company plans to set up of a Floating LNG terminal at

Gopalpur port in Odisha with a strategic vision to establish its

presence in the Eastern coast of India. The LNG terminal will

help meet the increasing gas demand of the eastern and

central part of the country. Your company has already

completed the pre-project studies and are in process of

preparing the Detailed Feasibility Report (DFR) for a 4

MMTPA floating storage & regasification (FSRU) terminal

followed by a PFR for 5 MMTPA land-based terminal in

future. Your company has signed MOU with Gopalpur ports

limited and is in discussion with them to finalise the key

technical and commercial terms of the agreements. Your

company is in process of obtaining final investment decision

for the project.

LNG AS AN AUTOMOTIVE FUEL

As a responsible corporate citizen and in a step towards

meeting India’s COP-21 commitment, your Company is

taking up initiatives to develop the small scale LNG market in

the Country and has been promoting the environment

friendly LNG as a fuel in Road transportation. Your Company

had done discussions and deliberation with Ministry of Road

Transportation and Highways (MORTH) and Ministry of

Commerce and Industries (MOCI) for inclusion of LNG as an

automotive fuel in Central Motor Vehicle Rules (CMVR) and

for inclusion of LNG dispensing stations development

regulation in Static and Mobile Pressure vessel rules

(SMPV). With the efforts of your Company both these

regulations are in place now and a new doorway is opened in

Indian market for LNG as a cleaner transportation fuel. Your

company has deliberated with PNGRB for keeping LNG

fuelling stations out of purview of PNGRB act. With the

efforts of your company PNGRB has issued clarification that

any entity can now set up LNG dispensing stations

irrespective of Geographical areas Authorizations.

This clarification by PNGRB on setting up of LNG

dispensing stations in various CGD Geographical Areas will

pave the way for creation of LNG corridors across the

country.

Your Company has commissioned India’s first LNG

dispenser stations inside Dahej and Kochi LNG terminals

and has also commissioned the first commercially approved

and registered LNG powered buses of the Country for

employee’s movement at both places. Your Company has

prepared a business plan based on traffic study on Indian

Roads and decided to develop LNG corridors covering major

National Highways of India. Your Company is developing

western and southern highways expeditiously in the initial

stage. Your Company has partnered up with various CGD

players and OMCs to jointly develop these LNG/LCNG

dispensing stations in their area. Your company has

awarded the work of five (5) LNG stations for co-

development of these stations.

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BUSINESS OPPORTUNITIES OVERSEAS

In Pursuit to go global, your company is exploring increment opportunities in overseas LNG projects and is also in dialogue with various LNG suppliers for ushering into LNG trading business.

HEALTH, SAFETY & ENVIRONMENT (HSE)

Dahej and Kochi terminals continued to operate safely throughout the year. Your Company is committed to conduct business with a strong environment conscience, ensuring sustainable development, safe workplaces, enrichment of the quality of life of its employees, customers and the community at large. Company has inducted Asset Management System in both terminals to increase reliability of terminal operations. Compliance with safety systems, procedures and environmental laws are proactively monitored by the Company. The Company is having well defined policy for Health, Safety, Environment and Asset Management.

Your Company is committed to fight against novel COVID-19 virus. Your Company has taken numerous steps both at Company and community levels including sanitization works, quarantine cycles for employees / contract workers. Employees at Corporate Office are allowed to work from home during pandemic. Your team is taking various initiatives to interact with the employees in both plants and employees under quarantine at hotel / home. Your Company is extending every support to its employees and their families in this difficult time. Motivational speech and addresses are being imparted by eminent personalities which your company can complement like Dr. C.B. Satpathy. Medical consultancy and awareness sessions from allopathic and Ayurveda doctors are organized. A group of employees have been assigned the responsibility of interacting with employees or spouses of employees/ relatives for inquiring their well-being and offering medical support / assistance.

As a step towards conservation of water, a 300 kLD water treatment plant, based on in-house studies, has been built to produce potable water from Air Heater Condensate water (which is a by-product of LNG Re-gasification process) by using required treatments and mineralization. This unit is operational and after successful operation of this Plant, your Company will look forward to scaling up this technology and be pioneer to provide services to other similar terminals too.

DETAILS OF SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES

1) Adani Petronet (Dahej) Port Private Ltd.

Your Company has a 26% equity in Adani Petronet (Dahej) Port Private Ltd., and the balance equity is held by the Adani group, to import/export bulk products like coal, steel and fertilizer. The Performance and Financial Position of the Company is given below:

2) India LNG Transport Co. (No. 4) Pvt. Ltd. (‘ILT4’)

India LNG Transport Co. (No. 4) Pvt. Ltd. (‘ILT4’) is joint venture of your Company with 26% ownership interest. ILT4 is the owner of vessel MT Prachi and is primarily engaged in transportation of LNG. It is one of the Company’s strategic investments and has the principal place of business in Singapore. The Performance and Financial Position of the Company is given below:

(Rs. In Lakhs)

Particulars For the year For the year ended ended

st st 31 Dec., 2021 31 Dec., 2021

Revenue from 24,834 16,671operations

Profit/ (loss) from (1400) (2097)continuing operations

Other comprehensive - -income

Total comprehensive (1400) (2097)income

Company’s share of (364) (545)total comprehensive income (26%)

(Rs. In Lakhs)

Particulars For the year For the year ended ended

st st 31 March, 2021 31 March, 2020

Revenue from 29,231 32,889operations

Profit/ (loss) from 8,681 7,772continuing operations

Other comprehensive (157) (177) income

Total comprehensive 8,524 7,595income

Company’s share of 2,216 1,974total comprehensiveincome (26%)

3) Petronet LNG Foundation

Petronet LNG Foundation, a Company Limited by Guarantee, has been promoted by the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder as a wholly owned subsidiary of the Company. Petronet LNG Limited undertakes to contribute to the assets of the company in the event of its being wound up while it is a member or within one year afterwards, for payment of the debts or liabilities of the company contracted before it ceases to be a member and of the costs, charges and expenses of winding up, not exceeding a sum of Rs 1,00,00,000/- (Rupees One Crore Only).

Petronet LNG Foundation is facilitating the Promoter to


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comply with its requirement of Corporate Social Responsibility (CSR) under provisions of Section 135 of Companies Act, 2013 and rules made thereunder

4) Petronet Energy Limited

Petronet Energy Limited (PEL) is incorporated as a wholly-owned subsidiary company of Petronet LNG Ltd

thon 26 February, 2021 with authorized Share Capital of Rs 500 Crore divided into 50 Crore Equity Shares of face value of Rs 10/- each and Paid-up Share Capital of Rs 10 Crore divided into 1 Crore Equity Shares of face value of Rs 10/- each. PEL has its registered office at New Delhi and is incorporated to undertake the businesses/ activities, including but not limited to Gassing up and/ or Cool down and supply of heel quantity to LNG vessels, LNG bunkering, Training, Consultancy, other value-added marine, transport, LNG services etc

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology upgradation. In order to ensure optimum conservation of energy and absorption of technology, a team has closely worked with Project Consultant and EPC Contractors in all phases of designing and construction of Dahej and Kochi LNG Terminals.

Conservation of Energy

1. Plants are using best technology and optimization practices for energy conservation.

2. Plant cold energy is being used for air conditioning of buildings and cooling in Nitrogen Generation Plant.

Company has installed rooftop mounted solar panels at Dahej and Kochi terminals to reduce carbon footprints and contribute to renewable energy drive of India.

Research & Development

With a view to explore and promote the use of LNG (which is one of the cleanest hydrocarbons) as a fuel in new segments, your company has undertaken field trials in the fishing boat segment and in the road transportation sector.

As a first in the country, one diesel fishing boat at Kochi has been converted into dual fuel i.e. LNG and diesel, in association with Kerala Development and Innovation Strategy Council and ICAR- Central Institute of Fisheries Technology, Kochi. Requisite approval from PESO have also been obtained and the trial runs are expected to commence shortly. This innovation is likely to open up a huge opportunity for introduction of cleaner fuels in the vast fisheries sector and other marine applications.

In addition to the ongoing trials of two LNG buses at Dahej, two more LNG fuelled buses were pressed into service at Kochi, also on trial basis. Based on the initial analysis and results, talks have been initiated with KSRTC, to ramp up the scale of trial runs.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company's foreign exchange earning was Rs. 38.86 crore (Rs. 13 crore during the FY 2019-20) and foreign exchange outgo was Rs.19,957.46 crore (29,254 crore during the FY 2019-20) during Financial Year 2020-21.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has well defined Internal Financial Control system whereby each process owner access and certify the compliance of the relevant processes and controls on periodical basis. Further, audits and reviews are conducted by independent agencies including internal and statutory auditors. Their reports are being reviewed by the management and Audit Committee and corrective actions wherever required are carried out in the existing system on regular basis.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company fully understands its responsibility towards the society and has been constantly striving and trying its level best for contributing its bit towards causes leading to Social Development. In its endeavour to be more focused towards its social goals, the Company is developing a more structured approach to enhance access to quality healthcare, enrich the lives of communities in need, welfare of the war widows, environmental causes and enhance the educational facilities across geographies in the Country.

The Company is implementing short-term, medium-term and long- term strategy to channelize the resources in an organized manner so as to derive maximum socio-economic impact from the targeted approach. In line with its social goals as enumerated above, the Company has already identified several projects in the areas of Healthcare, Education, Welfare of the War Widows, Skill Development, Environment, Sports, Swachh Bharat, etc. where your Company will spend the annual CSR budget in a progressive and sustainable manner.

In terms of provisions of Companies Act 2013 an amount of Rs 6,342 Lakh is required to be spent on CSR activities in Financial Year 2020-21, against that company has spent total of Rs 1,900 Lakh including 5 % of administrative cost. Further, an amount of Rs 3,187 Lakh will be transferred to unspent CSR account within 30 days from the end of the financial year 2020-21, in accordance with the Companies Act, 2013 read with the CSR Amendment Rules and the unspent and non-committed amount of Rs 1,255 Lakh has been earmarked for transferring to Schedule VII fund by 30th Sept'21 as per Companies Act 2013.

Due to the sudden outbreak of COVID-19 pandemic and restrictions of lockdown for several months across the country, major ongoing rural development and skill development projects got affected. Many of the identified or approved projects had to be shelved. Also the identification

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and evaluation of new projects was found to be a challenging task due to the pandemic.

Nevertheless, your Company has been making constant efforts to reach optimum level of CSR expenditure resulting in tangible positive impact on society and has made commendable improvements over the previous years in terms of both spending as well as number of CSR projects taken up. Also, the company has stood by the nation against the unprecedented crisis due to the outbreak of the COVID -19 by taking up several initiatives time to time. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure I and form part of the Directors’ Report.

Further, Petronet LNG Foundation (PLF), a Company Limited by Guarantee, has been incorporated on 31st March, 2017 by Petronet LNG Limited (PLL) as a promoter of the Company under the provisions of Section 8 of the Companies Act, 2013 and the rules made thereunder, and acts as the CSR Arm of PLL. Petronet LNG Foundation is facilitating the promoter to comply with its CSR under provisions of Section 135 of Companies Act, 2013 and rules made thereunder. It has already taken up some high impact projects and is in the process of finalizing projects/ programmes with higher project cost and impact. While all CSR projects have been carefully chosen giving utmost importance to quality of spending instead of just spending, some projects have been outstanding in their impact.

‘Petronet Kashmir Super-30’ is one such outstanding CSR project which prepares underprivileged students of Kashmir to overcome various social and other disadvantages and helps them to compete with the best for admission into the premier engineering institutions like IITs and NITs by providing quality coaching and guidance. In the Healthcare front, in association with All India Institute of Medical Sciences (AIIMS), Bhubaneswar, PLF aims in transforming the Trauma & Emergency Care landscape in Odisha by extending support to construct a state-of-the art Level-I Trauma Care center at AIIMS Bhubaneswar and ensure best possible healthcare facility for the people of Odisha.

In addition, PLF in association with Artificial Limbs Manufacturing Corporation of India (ALIMCO) is extending the support with Aid and Assistive devices such as motorized tricycles, tricycles, Smart phone, smart cane, BTE hearing aids, etc. for the Persons with Disabilities with an objective to empowering them in Delhi/ NCR, Bharuch (Gujarat) and Kochi (Kerala). Under Education, ‘Petronet Samkalp Super 30’ is a programme which prepares underprivileged students for Civil Services Examinations by providing free quality coaching and guidance in Delhi.

Further, in collaboration with CIPET, PLF is imparting skill development programme for local underprivileged youth in Gujarat, Kerala, Haryana & Himachal Pradesh by helping them be confident enough to find gainful employment. The company stood by the Nation to combat the COVID-19

pandemic by supporting underprivileged people and medical care workers through various ration & PPE distribution drives across Delhi, Kerala & Gujarat.

The Corporate Social Responsibility Policy of the Company is available at the website of the Company at the following weblink: https://petronetlng.in/PDF/CSR_Policy_27042015.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Inductions and Cessation

The following Directors were inducted on the Board/ceased to be Directors on the Board of the Company:

1. Dr. M.M. Kutty, ceased to be the Director and Chairman st

of the Company w.e.f. 1 May, 2020 as he ceased to be Secretary, Ministry of Petroleum & Natural Gas, Government of India consequent upon attaining the age of superannuation.

2. Shri Tarun Kapoor, Secretary, Ministry of Petroleum & Natural Gas, Government of India was appointed as Additional Director and Chairman of the Company w.e.f.

th11 May, 2020 and his appointment was regularized at ththe 22nd Annual General Meeting held on 10

September 2020.

3. Shri Manoj Jain, (Nominee Director of GAIL) was appointed by the Board of Directors as Additional

thDirector w.e.f. 6 May, 2020 and his appointment was ndregularized at the 22 Annual General Meeting held on

th10 September 2020.

4. Dr. Ashutosh Karnatak (Nominee Director of GAIL) thceased to be a Director w.e.f. 6 May, 2020 consequent

upon change of nomination by GAIL.

5. Shri Sanjiv Singh (Nominee Director of IOCL) ceased to stbe Director w.e.f. 1 July 2020 consequent upon change

in nomination by Indian Oil Corporation Limited due to his superannuation from the services of IOCL on

th30 June, 2020.

6. Shri Shrikant Madhav Vaidya (Nominee Director of IOCL) was appointed by the Board of Directors as

stAdditional Director w.e.f. 1 July 2020 and his appointment was regularized at the 22nd Annual

thGeneral Meeting held on 10 September, 2020.

7. Shri D Rajkumar (Nominee Director of BPCL) ceased to thbe a Director w.e.f. 20 July, 2020 consequent upon

change of nomination by BPCL.

8. Shri Arun Kumar Singh (Nominee Director of BPCL) was appointed by the Board of Directors as Additional

thDirector w.e.f. 10 August, 2020 and his appointment ndwas regularized at the 22 Annual General Meeting held

th on 10 September 2020.

9. Shri Prabhat Singh ceased to be the MD & CEO of the thCompany w.e.f 14 September 2020 consequent upon

completion of his tenure of 5 years.

10. Shri Vinod Kumar Mishra, Director (Finance) was thentrusted the additional charge of MD & CEO w.e.f. 14


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September 2020 consequent upon completion of tenure thof Shri Prabhat Singh as MD & CEO on 13 September

2020. Accordingly, he ceased to be the CFO of the thCompany w.e.f. 14 September 2020. Shri Rakesh

Chawla, GGM & President (Finance & Accounts) was thdesignated as CFO of the Company w.e.f. 4 November,

st2020 to 31 January 2021. Consequent upon joining of Shri Akshay Kumar Singh as MD & CEO of the Company

stw.e.f. 1 February 2021, the additional charge of MD & CEO entrusted to Shri Vinod Kumar Mishra ceased w.e.f.

st1 February 2021. Shri Vinod Kumar Mishra was again stdesignated as CFO (KMP) w.e.f. 1 February 2021.

11. Shri Pramod Narang was appointed as Director th(Technical) w.e.f. 26 November, 2020.

12. Shri Akshay Kumar Singh was appointed as MD & CEO stof the Company w.e.f 1 February 2021.

13. Dr. Jyoti Kiran Shukla ceased to be the Independent stDirector on the Board of the Company w.e.f. 31 March

2021 consequent upon completion of her second tenure thof three years on 30 March 2021

14. Shri Shashi Shanker (Nominee Director of ONGC) stceased to be Director w.e.f 1 April 2021 consequent

upon change in nomination by Oil and Natural Gas Corporation due to his superannuation from the services

stof ONGC on 31 March 2021.

15. Shri Subhash Kumar (Nominee Director of ONGC) was appointed by the Board of Directors as Additional

thDirector w.e.f. 9 April, 2021.

16. Amb. Bhaswati Mukherjee, was appointed as Additional Director in the capacity of Independent Director by the

thBoard of Directors for a period of three years w.e.f. 13 August, 2021.

The Board placed on record its sincere appreciation for valuable services rendered and contribution made by Dr. M.M. Kutty, Dr. Ashutosh Karnatak, Shri Sanjiv Singh, Shri D Rajkumar, Shri Prabhat Singh, Dr. Jyoti Kiran Shukla and Shri Shashi Shanker, Members of the Board during their association with the Company.

Reappointment

In accordance with the Articles of Association of the Company and as per statutory requirements, Shri Sanjeev Kumar, Nominee Director, GMB/GOG and Shri Manoj Jain, Nominee Director, GAIL, would retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

In accordance of provisions of Companies Act, 2013, Shri Pramod Narang Director (Technical), Shri Akshay Kumar Singh, MD & CEO, Shri Subhash Kumar (Nominee Director of ONGC) and Amb. Bhaswati Mukherjee (Independent Director), who were appointed as Additional Directors of the Company after the date of last Directors’ Report shall vacate their offices at the ensuing Annual General Meeting. Necessary notices have been received from the respective

directors under Section 160 of Companies Act, 2013 proposing their candidature for appointment. The same has also been given at website of the Company at www.petronetlng.in. The Board recommends their appointment and re-appointments. Brief resume of directors seeking appointment and reappointment together with the nature of their expertise in specific functional areas, disclosure of relationship between director inter-se, name of companies in which they hold membership/ chairmanship of committees of the Board alongwith their shareholding in company etc. as st ipulated under SEBI (LODR) Regulations, 2015 and other statutory provisions are given

rdin the annexure to the Notice of 23 Annual General Meeting.

Key Managerial Personnel

Pursuant to Section 203 of Companies Act, 2013, the Key stManagerial Personnel of the Company as on 31 March,

2021 were:

1. Shri Akshay Kumar Singh, MD&CEO

2. Shri V. K. Mishra, Director (Finance) and CFO

3. Shri Pramod Narang, Director (Technical)

4. Shri Rajan Kapur, CGM & Vice President – Company Secretary

Shri Pramod Narang was appointed as Director (Technical), tha whole time Director of the Company w..e.f 26 November,

2020 and Shri Akshay Kumar Singh appointed as the MD & stCEO of the Company w.e.f 1 February, 2021.

ANNUAL EVALUATION OF THE BOARD

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including Chairman of the Board. The evaluation of all the Directors, Committees, Chairman of the Board and the Board as a Whole was conducted based on a structured evaluation process considering various aspects of the Board’s functioning such as composition of Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

COMPLIANCES WITH RESPECT TO INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, declaration(s) by all the Independent Director(s) have been obtained stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors as appointed by the Board possess various skills / expertise which are required for the Directors in the context of the Company’s business for

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effective functioning such as such as Leadership, Technology & Operational experience, strategic planning, Financial Regulatory, Legal and Risk Management, Industry experience, Research & Development and Global business. Further, all the Independent Directors are complying with the provisions of Section 150 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014.

FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

All new Independent Directors inducted in to the Board attend an orientation programme. The Company has well-defined Training Program for training to Board Members which inter-alia include the various familiarization programs in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company etc. Further, the same is also taken care during the various strategy meets of the Company and different presentations in the Board/ Committee meetings. The details of such familiarization programs have also been posted on the website of the Company at https://www.petronetlng.in/ Familiarisation_ Programme.php. Further, at the time of the appointment of Independent Director, the Company issues a formal letter of appointment outlining his/her roles, responsibilities. functions, duties, remuneration and other terms and conditions. The format of the letter of appointment is available on the website of the Company.

Extra Ordinary General Meeting

During the year, an Extra Ordinary General Meeting was thheld on 15 March, 2021 through VC/OAVM and the

following resolution were passed:

1) To consider and approve Material Related Party Transactions passed as an ordinary resolution and

2) To re-appoint Shri Sidhartha Pradhan (DIN: 06938830), as Independent Director of the Company passed as special resolution.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, Fifteen Board Meetings were held and the details of which are given in the Corporate Governance Report annexed to this Report which forms part of the Annual Report. The gap between the meetings was within the period prescribed under the Companies Act, 2013 and also as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For further details regarding number of meetings of the Board and its committees, please refer Corporate Governance Report, annexed to this Report.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural

and geographic backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage. The Board Diversity Policy adopted by the Board sets out approach to diversity. The policy is available at the website of the Company athttps://www.petronetlng.in/PDF/ PolicyDiversity.pdf

AUDIT COMMITTEE

The recommendations made by the Audit Committee during the year were accepted by the Board. The other details of Audit Committee like composition, terms of reference, meetings held are provided in the Corporate Governance Report annexed to this Report.

NOMINATION AND REMUNERATION COMMITTEE

The Company has a Nomination and Remuneration Committee and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

As per statutory requirements, the Company arranges for separate meetings of Independent Directors every year and detailed disclosure in this regard has been given in the Corporate Governance Report which is annexed to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

In compliance with the provisions of the Companies Act, 2013, the details of investments made and loans/guarantees

stprovided as on 31 March, 2021 are given in the respective Notes to the financial statements.

INSURANCE

The Company has taken Directors and Officers liabilities insurance as well as appropriate insurance for all assets against foreseeable perils.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators, courts or Tribunals which would impact the going concern status and the Company’s future operations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (RPTs)

In line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company has formulated a Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The same has been posted on the website of the Company. The Company gives the disclosure regarding material transactions with related parties on quarterly basis along with the compliance report on Corporate Governance. As per requirements of Section 134 (3) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rule, 2014, particulars of contracts or arrangements with related parties as referred in section 188 (1) of the Companies Act, 2013 is


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annexed as Annexure II and form part of the Directors’ Report. Further, suitable disclosure as required by the Accounting Standards has been given in the Notes to the Financial Statements.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013

Pursuant to provisions of Section 197 of the Companies Act, 2013, read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are annexed as Annexure III and form part of the Directors’ Report.

DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

The ratio of remuneration of each Director to the median employees remuneration and such other details in terms of Section 197 (12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors’ Report and is annexed herewith.

HUMAN RESOURCES

Your Company takes pride in its highly motivated and competent Human Resource that has contributed its best to bring the Company to its present heights. Employees are the driving force behind the sustained performance of your company over all these years. As a commitment towards your Company’s core values, employees’ participation in Management was made effective based on mutual respect, trust and a feeling of being a progressive partner in growth and success. Both employees and management complemented each other’s’ efforts in furthering the interest of your Company as well as its stakeholders, signifying and highlighting overall harmony and cordial employee relations prevalent in your Company. No man days were lost due to

ststrike or lock-out. As on 31 March, 2021 there were 532 employees including 3 Whole-time Directors.

SECRETARIAL AUDIT

M/s A. N. Kukreja, Practicing Company Secretary (M. No. FCS 1070, CP No. 2318), was appointed by Board of Director to conduct the Secretarial Audit of the Company for the financial year 2020-21 as required under Section 204 of Companies Act, 2013 and rules thereunder.

A Secretarial Audit Report for the Financial Year 2020-21 submitted by M/s A. N. Kukreja, a Company Secretary in practice, is annexed as Annexure IV to this report alongwith Management’s Reply on the Secretarial Audit Report for the Financial Year 2020-21.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report contains a separate section on Management Discussion and Analysis annexed as Annexure V and form part of the Directors’ Report.

CORPORATE GOVERNANCE

The Company is committed to good Corporate Governance and lays strong emphasis on transparency, accountability and integrity. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance, together with Auditors’ Certificate regarding Compliance of conditions of corporate governance for the Financial Year 2020-21, is annexed as Annexure VI to this report along with Management's Reply on the Auditors' Report on the Corporate Governance Report for the Financial Year 2020-21.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report covering initiatives taken with environmental, social and governance perspective has been prepared in accordance with the directives of SEBI is annexed herewith as Annexure VII and form part of the Directors’ Report.

ANNUAL RETURNstThe Annual Return of the Company as on 31 March , 2021 is

available on the Company’s website and can be accessed at https://www.petronetlng.in/annualreturn.php.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial and smooth relations amongst all its employees at all locations of the Company.

RISK MANAGEMENT

The Company has well defined policies and procedures to inform the Members of the Board about the risk assessment and its minimization. A Risk Management Committee periodically reviews the procedures to ensure that Executive Management controls risk through properly defined framework. The risk assessment framework encompasses, inter-alia, methodology for assessing risks on an ongoing basis, risk prioritization, risk mitigation, monitoring plan and comprehensive reporting system.

This Risk Management Framework supports your Company's business strategy and operations. Risk Management Framework is constantly updated for new and emerging risks emanating from business expansion and interests. The risks are evaluated, quantified & prioritized and mitigation plans are reviewed & monitored at various stages. Corporate Level Risk Management Committee oversees the implementation of the Risk Management Policy and Procedures which are periodically reviewed and monitored by the Risk Management Committee and by the Audit Committee before presenting it to the Board.

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In the changing business scenario and expansion of your Company into various other activities, business risk and their mitigation plans are assessed on regular basis.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Board of Directors of the Company has approved the Vigil Mechanism in terms of provisions of Section 177 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Directors and employees of the Company to report, to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the policy. The same has also been hosted on the website of the Company. During the year

stended 31 March, 2021, no complaint was received under Vigil Mechanism and thus no complaint was pending as on

st31 March, 2021.

CODE OF CONDUCT

The Company has formulated a Code of Conduct for Board Members and Senior Management Personnel. The confirmation of compliance of the same is obtained from all concerned on annual basis. All Board Members and Senior Management Personnel have given their confirmation of compliance for the year under review. A declaration duly signed by MD & CEO is given in the Report on Corporate Governance annexed to this Report. The Code of Conduct for Board Members and Senior Management Personnel is given on the website of the Company.

LISTING ON STOCK EXCHANGES

The Company’s equity shares are listed on the BSE Ltd. and National Stock Exchange of India Ltd.

TRANSFER OF AMOUNTS/SECURITIES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and Rules made thereunder, the Company has deposited the amount lying in Unpaid/ Unclaimed Dividend account for the financial year 2006-07 to 2012-13 to Investor Education and Protection Fund. Detail of the same is available at website of the Company at the following link https://www.petronetlng.in/cg.php

Further, pursuant to the provisions of Section 124(6) of Companies Act 2013, all the shares in respect of which dividend has not been paid or claimed for seven consecutive years o r more were a lso t rans fe r red to IEPF Suspense Account. Details of the same is available at website of the Company at the fol lowing l ink – https://www.petronetlng.in/cg.php

ANNEXURES FORMING PART OF ANNUAL REPORT

The particulars of annexure forming part of this report are as under:

OTHER DISCLOSURES

No disclosure or reporting is required in respect of the following items as either these were not applicable or there were no transactions on these items during the financial year 2020-21:-

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole–time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks of Financial Institutions.

6. Amount carried to reserves.

7. The details of application made or any proceeding pending under the insolvency and Bankruptcy code, 2016 during the year.

During the financial year 2020-21, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and thus

stno case was pending as on 31 March, 2021. As a part of compliance to the above said act, Internal Complaints Committees (ICC) have been constituted to redress the complaints regarding sexual harassment.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

STATUTORY AUDITORS

M/s T. R. Chadha & Co., Chartered Accountants LLP, have been appointed by the Shareholders of the Company as Statutory Auditors for the financial year 2020-21.

Particulars Annexure

Annual Report on CSR Activities I

Disclosure of Related Party Transactions in Form AOC-2 II

Particulars of Employees pursuant to Section 197 of Companies Act, 2013 III

Secretarial Audit Report in Form MR-3 IV

Management Discussion & Analysis V

Report on Corporate Governance VI

Business Responsibility Report for the year 2020-21 VII


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AUDITORS’ REPORT

The Auditors have submitted an unqualified report for the financial year 2020-21. No fraud has been reported by Auditors under sub-section (12) of section 143 of the Companies Act, 2013.

COST AUDITOR

As prescribed under the Companies (Cost Records and Audit) Rules, 2014, the Cost Accounting records are being maintained by your Company.

The Board of Directors has appointed M/s Chandra Wadhwa & Co., Cost Accountants (Regn. No. 000239) as the Cost Auditors of the Company for the Financial Year 2020-21. The Cost Audit Report for the year 2019-20 has been filed under

thXBRL mode on 8 January, 2021.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Directors hereby states that:

(a) In the preparation of the annual accounts, the applicable

accounting standards have been followed along with

proper explanation relating to material departures;

(b) The directors have selected such accounting policies

and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give

a true and fair view of the state of affairs of the Company

at the end of the financial year and of the profit and loss of

the Company for that period;

(c) The directors have taken proper and sufficient care for

the maintenance of adequate accounting records in

accordance with the provisions of this Act for

safeguarding the assets of the Company and for

preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a

going concern basis;

(e) The directors have laid down internal financial controls to

be followed by the Company and that such internal

financial controls are adequate and are operating

effectively; and

(f) The directors have devised proper systems to ensure

compliance with the provisions of all applicable laws and

that such systems are adequate and operating

effectively.

GREEN INITIATIVES

Ministry of Corporate Affairs, through its Circulars dated th th th th8 April 2020, 13 April 2020, 5 May 2020 and 13 January

2021 has allowed companies to conduct the general meetings through video conferencing (VC) or other audio

visual means (OAVM) and non-printing of annual reports during the calendar year 2020. SEBI, through Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12.05.2020 and through circular SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15.01.2021 has also relaxed certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the wake of Covid-19 pandemic.

MCA circular dated 05.05.2020 requires that the Company should facilitate the manner in which the persons who have not registered their email addresses with the company can get the same registered with the company.

In light of the MCA Circulars and better Corporate Governance, the Company has provided facility to the shareholders through the depositories i.e. NSDL and CDSL and through its Registrar and Transfer Agent i.e. Bigshare Services Private Limited, to register their email addresses with the depositories or the Company for receiving the Annual Report for 2020-21 and other communications.

The shareholders are requested to write to the Company at [email protected] or to the RTA of the company, i.e. Bigshare Services Private Limited at [email protected]. Accordingly, it is requested that members who have not registered their email addresses, may kindly register the same.

ACKNOWLEDGEMENTS

The Board of Directors sincerely thanks and wishes to place on record its appreciation of the Ministry of Petroleum and Natural Gas, Government of India, State Governments of Gujarat and Kerala, Promoters of the Company, RasGas, Exxon Mobil and other LNG suppliers, gas off-takers and consumers of re-gasified LNG, Auditors and Lenders for their whole-hearted co-operation and unstinted support.

The Directors of your company also convey their gratitude to all the shareholders for the continued support and the trust they have reposed in the Management. The Directors look forward to a better future and further growth of your Company.

The Board also appreciates the contribution of contractors, vendors and consultants in the implementation of various projects of the Company.

We wish to place on record our deep appreciation to employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board of Directors

(Tarun Kapoor) Chairman


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Annexure I to Directors’ Report

ANNUAL REPORT ON CSR ACTIVITIES

[Pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.]

1. Brief outline on CSR Policy of the Company.

Petronet LNG Limited (PLL), as a responsible Corporate has been undertaking Socio-Economic Development Projects/ Programs and also supplementing the efforts of the local institutions/NGOs/local Government/implementing agencies in the field of Education, Healthcare, War Widows, Community Development, Entrepreneurship etc. to meet priority needs of the marginalized and underserved communities with the aim to help them become self-reliant. These efforts are being undertaken preferably in the local area and communities inhabiting in an around the work centers/ project sites of Petronet LNG Limited.

stPetronet LNG Foundation (PLF), a Company Limited by Guarantee that has been incorporated on 31 March 2017 by Petronet LNG Limited as promoter of the company under the provisions of section 8 of the Companies Act, 2013 and the rules made thereunder.

This company is facilitating the promoter to comply with its Corporate Social Responsibility (CSR) under the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder.

2. Composition of CSR Committee:

Sr. Name of Director Designation/ Number of meetings of Number of meetings ofNo. Nature of Directorship CSR Committee held CSR Committee attended during the year (Note-1) during the year

1. Dr. Siddhartha Shekhar Singh Independent Director – Chairman 2 2

2. Dr. Jyoti Kiran Shukla Independent Director – Member 2 2 (upto 30.03.2021)

3. Shri Prabhat Singh MD & CEO – Member 2 1 (upto 13.09.2020)

4. Shri A.K. Singh MD & CEO – Member 2 NA (w.e.f. 08.02.2021) (Note-2)

5. Shri V.K. Mishra Director (Finance) – Member 2 2

6. Dr. Ashutosh Karnataka Nominee Director (GAIL) – Member 2 NA (upto 05.05.2020) (Note-3)

7. Shri Manoj Jain Nominee Director (GAIL) – Member 2 1 (from 26.05.2020 upto 08.02.2021)

8. Shri Sidhartha Pradhan Independent Director – Member 2 NA (w.e.f. 31.03.2021) (Note-4)

Note-1: Two Meetings of CSR Committee were held during FY 2020-21 i.e. on 15.06.2020 and on 16.12.2020

Note-2: No meeting held since his induction in the Committee in FY 2020-21

Note-3: No meeting was held during FY 2020-21 until 05.05.2020

Note-4: No meeting was held on 31.03.2021

3. Provide the web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company.

CSR Project or Programs undertaken are as per the list of activities specified in Schedule VII of the Companies Act 2013, and amendments thereof. The website of the Company is www.petronetlng.in & www.petronetlngfoundation.org.

Web Links are -

1. https://petronetlng.in/PDF/list%20of%20committees%20Statutory050421.pdf

2. https://petronetlng.in/PDF/CSR_Policy_27042015.pdf

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable.

Petronet has been conducting internal impact assessments to monitor and evaluate its strategic CSR programs. The Company takes cognizance of sub-rule (3) of rule 8 of the Company CSR Policy Rule 2014 and has initiated steps to


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conduct impart assessment of CSR projects through an independent agency. There are no projects undertaken or ndcompleted after 22 January, 2021, for which the impact assessment report is applicable in FY 2021.

5. Details of the amount available for setoff in pursuance of sub-rule(3) of rule7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for setoff for the financial year, if any: Nil

6. Average net profit of the company as per section135(5).: Rs. 3,17,084 Lakh

7. (a) Two percent of average net profit of the company as per section135(5): Rs 6,342 Lakh

Nil(b) Surplus arising out of the CSR projects or program or activities of the previous financial years:

Nil(c) Amount required to be set-off for the financial year:

Rs 6,342 Lakh(d) Total CSR obligation for the financial year (7a+7b-7c):

8. (a) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial Year *.

(Rs. in lakh)

Amount Unspent (Rs. in lakh)

Total Amount transferred to Unspent CSR Account as

per section 135(6).

Amount transferred to any fund specified under Schedule VII as per second provision

to section135 (5).

Amount (Rs. in lakh) Date of transfer Name of the Fund Amount Date of transfer

1,900 3,187 Refer Below Note

NA NA NA

Note: The unspent amount will be transferred to unspent CSR account within 30 days from the end of the financial year, in accordance with the Companies Act, 2013 read with the CSR Amendment Rules.

(b) Details of CSR amount spent against ongoing projects for the financial year:

1 Skill Development Project Skill Training No Uttar Balrampur 4 years 72.33 0.00 54.82 No PLF/Deendayal Research _ with Tharu Community with Pradesh Institute DRI, Balrampur

2 Distribution of Dry Ration Kit/ COVID 19 Yes Gujarat / Delhi/ 2 years 200.00 187.62 12.38 Yes 1. Association for _ Sanitization Drive/ Other Covid 19 Kerala / Dahej/ Voluntary Action Combatting measures Delhi Kochi 2. Ladli Foundation Trust 3. Uday Foundation 4.Bal Raksha Bharat 5. Indian Liver Patient Foundation 6. Synergie Institute of Trade Commerce

3 Skill Development Project Skill Training No Uttarakhand Dehradun 3 years 71.10 0.00 71.10 No PLF/CIPET-Dehradun _ With CIPET

4 Procurement of 12 Seater bus for Education Yes Kochi Kochi 1 year 12.40 0.00 12.40 No Elankunnapuzha Mahatma BUDs School, Kochi Grama Panchayat

5 Construction of workshop shed and Art, Culture No Odisha Khurda 3 years 72.33 0.00 72.33 Yes Society for Development _ the ground floor of Artisans’ hostel & Heritage Sof Rural Literature at Purvasa Folk and Tribal Art Museum located in Barkul, Chilika (Odisha)

Item from the list of

activities in Schedule VII to the

Act.

Local area (Yes/No)

Name of the ProjectSl.No.

Location of the project

Project duration

Amount allocated

for the project (in Rs. Lakh)

Amount spent in

the current financial

Year (in Rs. Lakh)

Amount transferred to Unspent CSR

Account for the project as per Section 135(6) (in Rs. Lakh)

Mode of Impleme-ntationDirect

(Yes/No)

Mode of Implementation Through Implementing

Agency

State District NameCSR

Registrationnumber*

CSR00003149

50

---1-----1---

+ + +- +

+ + +- +

+ + +- +

--------- --------

ANNUALREPORT2020-21

51

51

6 Support to Thalassemia patients Healthcare No Rajasthan Jaipur 2 years 21.80 0.00 21.80 No PLF/South East Asia _ for Bone Marrow Transplant (BMT) Institute for Thalassemia at South East Asia Institute for (SEAIT), Jaipur Thalassemia (SEAIT), Jaipur (Rajasthan)

7 Academic and Admin Block At Education No UT of Ladakh 4 Years 350.00 77.50 262.50 No PLF/Himalayan Institute _ School Of Sustainable Ladakh of Alternative Learning, Habitats (HIAL) Ladakh

8 Development Of State-of-The-Art Promoting Yes Dahej, Dahej 4 Years 470.00 0.00 470.00 No PLF/Sports Authority of _ Sports Training Facility at Dahej Rural Sports Gujarat Gujarat (Govt. of Gujarat)

9 Construction CRPF Widow War Widows No Uttar Lucknow 4 Years 700.00 0.00 652.35 No PLF/CRPF _ Quarters, Lucknow Pradesh

10 Construction of the Primary School Education Yes Dahej, Dahej 4 Years 172.34 54.85 105.31 No PLF/Samagra Shiksha _ at Luwara Gujarat Abhiyan (Govt. of Gujarat)

11 Construction of BSF Widow War Widows No Gandhinagar, Dahej 4 Years 587.00 174.20 89.95 No PLF/BSF _ Quarters at Gandhinagar, Gujarat Gujarat

12 Construction of BSF Widow War Widows No Bikaner, Delhi 2 years 473.00 187.73 214.88 No PLF/BSF _ Quarters at Bikaner, Rajasthan Rajasthan

13 Coaching of Civil Services Education Yes Delhi North-West 2 year 50.00 9.97 15.12 No PLF/JAN KALYAN _ Examinations (UPSC) to Delhi SHIKSHA SAMITTEE economically weaker section (JKSS) students

14 Skill Development Project Skill Training No Haryana; Sonipat; 3 years 109.50 0.00 67.90 No PLF/CIPET-Murthal, _ with CIPET Himachal Solan CIPET-Baddi Pradesh

15 Mobile Medical Vans with Health Care Yes Delhi, Delhi/ 2 years 160.00 0.00 107.00 No PLF/Wockhardt _ Wockhard Foundation Gujarat, Dahej/ Foundation Kerala Kochi

16 Skill Training for Persons with Skill Training Yes Delhi, Delhi/ 2 years 47.85 0.00 35.89 No PLF/NHFDC _ Disabilities Gujarat, Dahej/ Kerala Kochi

17 Educational Infrastructure with Education No Uttar Azamgarh 3 year 15.00 0.00 11.25 No PLF/India Trust for Rural _ India Trust for Rural Heritage & Pradesh Heritage & Development Development _

18 Awareness Programme on mental Healthcare Yes Delhi North-West 1 year 11.84 0.00 7.31 No PLF/N.S. Educationa and _ health among women slum dwellers Delhi/South- Charitable Trust & Screening existing/potential West Delhi mental health issues with preventive care.

19 Skill Development Project with Skill Training No Uttar Balrampur 4 years 70.00 0.00 70.00 No PLF/Deendayal _ Tharu Community with DRI, Pradesh Research Institute Balrampur

20 Eye Care Programme Health Care Yes New Delhi 2 years 100.00 0.00 100.00 No PLF/Inclusive India _ Dahej, Kochi

21 PET Bottle Project Environment Yes New Delhi Delhi 2 years 70.00 0.00 70.00 No PLF _

22 Conducting the Impact Impact Yes Gujarat/ Delhi 2 years 50.00 0.00 50.00 Yes _ Assessment study of CSR projects Assessment Kerala/ undertaken by Third Party study Delhi

23 Skill Development Programme - Skill Yes Delhi Delhi 2 years 50.00 0.00 50.00 No PLF/Hydrocarbon _ Hydrocarbon Sector Council Development Sector Council

24 Skill Training under the Apprentices Skill Training Yes Gujarat/ Delhi 2 years 50.00 0.00 50.00 Yes _ _ programme of PLL / skill training Kerala/ of Youth Delhi

25 Promotion of Organic Compost Environment Yes Delhi Delhi 1 year 50.00 0.00 50.00 No PLF _ Usage

26 Computer Education to Municipal Education Yes Delhi South-Delhi 1 year 10.00 0.00 10.00 No PLF/CADAM _ Schools Students

27 Beach Cleaning Surf Raking in Environment & No Kerala Kochi 2 Years 31.00 0.00 15.75 No PLF/KSCADC, Trivandrum _ Kerala Beaches Sustainability

28 Reviving the Khadi Sector at Art & Yes Paravur, Kochi 2 Years 7.20 0.00 5.41 No PLF/GSGSK, Ernakulam _ Chendamangalam Heritage Kerala



Act.

Local area (Yes/No)



Project duration

Amount allocated


Amount spent in


Year (in Rs. Lakh)




(Yes/No)


Agency


Registrationnumber*

t- t- +

t- t- +

t-

t-


-------------------------

PETRONETLNGLIMITED

52

29 Installation of Plastic Bottle Environment Yes Ernakulam, Kochi 4 Years 40.00 0.00 40.00 Yes PLF _ Recycling Machine in 6 locaions Kerala of Kochi

30 Need assessment study in Vypin Rural Yes Vypin, Kochi 1 Year 5.00 0.00 5.00 No PLF/Bharat Mata _ area near to the work centres Development Ernakulam College, Ernakulam of PLL

31 Request to support in the Art & Culture Yes Kerala Kochi 2 Years 5.00 0.00 5.00 No Thripunithura Kathakali _ promotion of Kathakali through Kendram, Ernakulam Thripunithura Kathakali Kendram

32 Construction of BSF Widow War Widows No Punjab Gurudaspur 3 Years 106.00 41.94 48.34 No PLF/BSF _ Quarters & Amritsar

33 Kaushal Setu Skill No Ahmedabad, Dahej 4 Years 73.10 0.00 34.74 No PLF/CIPET, Ahmedabad _ Development Gujarat

34 Mokshada Cremation System Envrionment Yes Gujarat Bharuch/ 2 Years 129.71 51.88 77.83 No PLF/Mokshada PEVSS _ Delhi South-west Delhi

35 Several Medium-term Projects Education No Kochi Kochi 1) 2 yrs. 119.30 38.90 80.40 No 1) PLF/CIPET :IPT Kochi _ at Ernakulam 2) 4 yrs. 2) PLF/Elankunnapuzha 3) 1 yr. Grama Panchayat, 4) 1 yr. 3) PLF/Govt. HSS 5) 1 yr. Elankunnapuzha, 6) 1 yr. 4) PLF/ Mannayad laxmi 7) 1 yr. vilasam school, 5) PLF/Mannayad P School, 6) PLF/Panoor Janamaithree Police 7) PLF/Mulavukad Police

36 School Toilet & Disaster Education Yes Kochi Kochi 1) 4 years 40.56 28.86 11.70 No 1)PLF/SDPYKPMHS, _ Management Support & Disaster 2) 1 year Ernakulam Management 2) PLF/Ernakulam district Administration

37 Promotion of Median Environment Yes Kochi Kochi 4 years 4.50 0.00 4.50 No 1)PLF/Pelican Foundation _ Gardening

38 Petronet Kashmir Super 30 Education No Jammu Srinagar 1 Year 109.00 80.01 28.99 No PLF/CSRL _ with CSRL (2020-21) & Kashmir

39 Miscellaneous Expenses Miscellaneous Gujarat / 25.00 8.94 94.86 _ Kerala / Delhi

Total (Rs.) 942.40 3186.81



Act.

Local area (Yes/No)



Project duration

Amount allocated


Amount spent in


Year (in Rs. Lakh)




(Yes/No)


Agency


Registrationnumber*

* CSR registration will be obtained within the prescribed timeline, wherever applicable, as per the CSR Amendment Rules. The requirement does not apply to CSR projects or programs approved prior to April 1, 2021.

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

1 Empowerment of Equine Animal No Jammu & Reasi 2.77 No PLF/Donkey Sanctuary _ Owners and Strengthening Welfare Kashmir Welfare Association (DSWA) Equine 2 Support for the Divyaang Disability Yes Delhi South Delhi 9.89 No PLF/The Lepra India Trust _ Children with Lepra 3 Request to support in the Education No Kerala Kannur 4.7 No PLF/Arumughavilasam _ infrastructure development of LP School, Pathriyad Arumugha vilasam LP School, Pathriyad



Act.

Local area (Yes/No)

Name of the ProjectSl.No. Location of

the project

Amount spent in


Year (in Rs. Lakh)


(Yes/No)

Mode of Implementation Through Implementing Agency

State District Name

CSR Registration

number*

---1-----1---

...

+- + ...

+- + +

+- + +

--------- --------

ANNUALREPORT2020-21

53

5 Numma Oonu Health care & Yes Kerala Ernakulam 2.36 No PLF/Kerala Hotels and _ Eradicating Restaurants Association Hunger & Ernakulam District Administration 6 Naipunyam - Skill Development Education & Yes Kerala Ernakulam 1.92 No PLF/CIPET, Kochi _ with CIPET Skill Building 7 Haritha Vypin Environment Yes Kerala Ernakulam 0.6 No PLF/Vypin Block Panchayat _8 Providing free Bicycles to Education No Kerala 9 Coastal 36.11 No PLF/Kerala State Coastal _ Girl Students from fishermen Districts Area Development families Corporation (KSCADC) 9 Providing Sound proof speech Differently abled Yes New Delhi South Delhi 5.7 No PLF/The Lepra India Trust _ Therapy room, Therapist, conducting Workshop for Hearing Impaired Programme 10 Petronet Kashmir Super 30 Education No Jammu & Srinagar 39.28 No PLF/Centre for Social _ with CSRL (2019-2020 Batch) Kashmir Research and Leadership 11 Distribution of Aid and Differently Abled Yes Gujarat / Bharuch 44.41 No PLF/ALIMCO _ Assertive devices to Kerala / Divyangjans through Delhi Government Enterprise (ALIMCO) 12 AIIMS Bhubaneswar Healthcare No Bhubanesh Khruda 551.09 No PLF/AIIMS, Bhubaneswar _ Trauma Centre** war13 Ambulance to Indian Healthcare Yes Delhi West Delhi 16.61 Yes Indian Association of _ Association of Muscular Muscular Dystrophy Dystrophy 14 Contribution to Clean Environment Yes Delhi New Delhi 150.00 Yes _ _ Ganga Fund 15 Administrative Expenses Administrative _ _ _ 90.48 _ _

TOTAL (Rs.) 957.72



Act.

Local area (Yes/No)

Name of the ProjectSl.No. Location of

the project

Amount spent in


Year (in Rs. Lakh)


(Yes/No)

Mode of Implementation Through Implementing Agency

State District Name

CSR Registration

number*

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

* CSR registration will be obtained within the prescribed timeline, wherever applicable, as per the CSR Amendment Rules. The requirement does not apply to CSR projects or programs approved prior to April 1, 2021.

** Total expenditure for the project has been Rs 10 Cr, remaining amount paid in preceding financial years.

(d) Amount spent in Administrative Overheads (refer table – (b): Rs 90 Lakh

(e) Amount spent on Impact Assessment, if applicable: Nil

(f) Total amount spent for the Financial Year (8b+8c+8d+8e): Rs 1,900 Lakh

(g) Excess amount for set off, if any: Nil

(Sl. No. Particular Amount (Rs. In lakh)

(i) Two percent of average net profit of the company as per section135(5) 6,342

(ii) Total amount spent for the Financial Year 1,900

(iii) Excess amount spent for the financial year [(ii)-(i)] Not Applicable

(iv) Surplus arising out of the CSR projects programmes or

Activities of the previous financial years, if any Nil

(v) Amount available for set off in succeeding financial years

[(iii)-(iv)] Nil

...


-------------------------

PETRONETLNGLIMITED

54

9. (a) Details of Unspent CSR amount for the preceding three financial years: Nil

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

Not applicable, as the concept of 'ongoing projects' has been introduced in the CSR Amendment Rules, relevant from financial 2020 - 21. Details of spend on all ongoing projects during FY 2020-21 are covered under 8(b) above.

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year. (Asset-wise details).: No capital asset was created / acquired for fiscal 2021 through CSR spend.

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5) : Not Applicable.

Sd/-Shri Akshay Kumar Singh (Managing Director & CEO)

Sd/-Dr. Siddhartha Shekhar Singh(Chairman, CSR Committee)


---1----•1---

--------- --------

ANNUALREPORT2020-21

55

Annexure II to Directors’ Report

Form No. AOC 2

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms’ length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis –

None

2. Details of material contracts or arrangement or transactions at arm’s length basis

(a) Name(s) of the related party and nature of relationship:

Name of Related Party Nature of Relationship

Bharat Petroleum Corporation Limited Promoter

GAIL (India) Limited Promoter

Indian Oil Corporation Limited Promoter

Oil and Natural Gas Corporation Limited Promoter

Petronet LNG Foundation Wholly Owned Subsidiary-Not for profit enterprises.

Petronet Energy Limited Wholly Owned Subsidiary

Adani Petronet (Dahej) Port Pvt. Ltd. Joint Venture

India LNG Transport Co. (NO. 4) Pvt. Ltd. Joint Venture

ONGC Petro Additions Limited (OPAL) Joint Ventures/Associates/Subsidiary in which Joint Venturer is a Venturer

Indraprastha Gas Limited (IGL) Joint Ventures/ Associates/Subsidiary in which Joint Venturer is a Venturer

Mahanagar Gas Limited (MGL) Joint Ventures/ Associates/Subsidiary in which Joint Venturer is a Venturer

Dahej SEZ Limited (DSL) Joint Ventures/ Associates/Subsidiary in which Joint Venturer is a Venturer

Hindustan Petroleum Corporation Limited (HPCL) Joint Ventures/ Associates/Subsidiary in which Joint Venturer is a Venturer

GSPL India Gasnet Limited (GIGL) Joint Ventures/ Associates/Subsidiary in which Joint Venturer is a Venturer

Adani Total Pvt. Ltd. (ATPL) Joint Ventures/ Associates/Subsidiary in which Joint Venturer is a Venturer

(b) Nature of contracts/arrangements/transactions

Sale of LNG/RLNG/Regasification Services, other services etc.

(c) Duration of the contracts/arrangements/transactions

Long term, Short Term and spot basis.

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

Long Term Sale Contracts are materially back to back in terms of quantity, price etc. in line with the long-term LNG

Purchase contracts. In addition, Petronet provides Regasification services on long term commitment basis, Spot/Short

Term, sale and service, which are based on market prices and on arm's length basis.

(e) Date(s) of approval by the Board, if any: NA

NA(f) Amount paid as advances, if any: For & on behalf of the Board of Directors

(Tarun Kapoor)

ChairmanPlace : New Delhi

thDate : 25 August, 2021


-------------------------

PETRONETLNGLIMITED

56

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---1----•1---

--------- --------

ANNUALREPORT2020-21

57

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-------------------------

PETRONETLNGLIMITED

58

DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

(I) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

S. No. Name Ratio Notes

1 Shri Akshay Kumar Singh 2.16:1 (Joining w.e.f. 01-02-2021)

2 Shri Vinod Kumar Mishra 6.37:1

3 Shri Pramod Narang 1.87:1 (Joining w.e.f. 26-11-2020)

4 Shri Prabhat Singh 7.09:1 (upto 30-09-2020)

5 Shri Rajender Singh 0.65:1 (Arrear Payment of FY 2019-20)

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

The percentage increase in remuneration of each Whole Time Director, CFO, CEO and Company Secretary ranges from 10.8% - 14.04%.

(iii)The percentage increase in the median remuneration of employees in the financial year;

The percentage increase in the median remuneration of the employees in the Financial Year is around 9.45% excluding the remuneration paid to the KMP.

(iv)The number of permanent employees on the rolls of Company;

The total number of employees on the rolls of the Company as on 31st March, 2021 was 529 excluding three Whole Time Directors.

(v) Average percentile increase in the salaries of employees and its comparison with the percentile increase in the managerial remuneration;

• Average percentage increase in remuneration of Key Managerial Personnel during the Financial Year has been around 12.42%.

• Average percentage increase in remuneration of all employees other than Key Managerial Personnel has been around 13.24%.

• This year, Company granted to each employee, including the two Whole Time Directors, an variable annual increment of 9.72% or 10.80% or 14.04% on the total fixed pay based on the Annual Performance Ratings.

(vi)Affirmation that the remuneration is as per the remuneration policy of the company.

The remuneration to all the employees is as per the remuneration policy of the Company.

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ANNUALREPORT2020-21

59

Form No. MR-3SECRETARIAL AUDIT REPORT

st FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2021

(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

To,The Members ofPetronet LNG Limited

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Petronet LNG Limited (CIN:L74899DL1998PLC093073) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Petronet LNG Limited's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the

st financial year ended on 31 March, 2021 complied with statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

1. We have examined the books, papers, minute books, forms and returns filed and other records maintained by Petronet LNG stLimited for the financial year ended on 31 March, 2021 according to the provisions of:

(I) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008*;

(d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(f) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2018*;

(g) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014*;

(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009*; and

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018*.

*SEBI Regulations listed at sub-para (v) above, Sl. Nos. (c),(f), (g), (h) and (i) above are not applicable, as there were no corporate decisions/actions during the year under report, attracting these regulations.

(vi) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under.

(vii) The Other Laws applicable specifically to the Company are:

(a) The Explosives Act, 1884;

(b) Petroleum and Natural Gas Regulatory Board Act, 2006;

(c) The Petroleum Act, 1934;

(d) The Oil Industry (Development) Act, 1974

(e) Indian Boilers Act, 1923;

(f) The Territorial Waters, Continental Shelf, Exclusive Economic Zone and Other Maritime Zones Act, 1976;

(g) Merchant Shipping Act, 1958;

(h) The Electricity Act, 2003.

Annexure IV to Directors’ Report


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PETRONETLNGLIMITED

60

2. We have also examined the compliances with the applicable laws listed under Sl. No. (vii) above on test check basis, and Regulations/Standards of the following:

(I) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and listing agreements with Bombay Stock Exchange Ltd and the National Stock Exchange of India Ltd;

(ii) Secretarial Standards issued by the Institute of Company Secretaries of India.

3. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

3A. We further report that the Company is implementing its Corporate Social Responsibility Policy/Activities as specified in Schedule VII to the Act read with Section 135 of the Act through Petronet LNG Foundation, a Section 8 Company under the Act.

4. We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-executive Directors, Independent Directors and a Woman Director (except vacancy with effect from 31.03.2021). The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while dissenting members' views are captured and recorded as part of the minutes.

5. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

6. We further report that during the audit period, no major decisions having a bearing on Company's affairs in pursuance of the above referred laws, rules, regulations and guidelines, were taken by the Company except the following:

(I) An Extraordinary Ordinary General meeting was held on 15.3.2021 to approve:

(a) Material related party contracts/arrangement/transactions entered/ to be entered into with GAIL (India) Limited, Indian Oil Corporation Limited, Oil and Natural Gas Corporation Limited (ONGC), Bharat Petroleum Corporation Limited and their affiliates, Related Parties under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year 2021-22 for supply of goods or availing or rendering of any services in the ordinary course of business and on arm's length basis, which may exceed the materiality threshold limit i.e. exceeds ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.; and

(b) Re-appointment of Shri Sidhartha Pradhan as Independent Director of the company by special resolution for a period of three years w.e.f 16.5.2021 after the date of completion of his existing tenure on 15.05.2021.

(ii) A wholly-owned subsidiary Company of M/s Petronet LNG Limited under the name 'Petronet Energy Limited' has been thincorporated on 26 February 2021 with Registered Office at New Delhi, with an Authorized Capital of Rs. 500 crore and Paid

up capital of Rs. 10 crore, to undertake business/activities of Gassing up and/or cool down and supply of heel quantity to LNG vessels, bunkering, consultancy and other value added services as per Objects Clause of the Company.

(iii) The Registrar and Share Transfer Agent of the Company has been changed from M/s Kfin Technologies (Private) Ltd to M/s Bigshare Services Private Ld.Mumbai-400059 with effect from 16.2.2021. Necessary formalities with respect to agreements between the parties, transfer of ISIN by NSDL and transfer of electronic records from M/s Kfin Technologies (Private) Ltd to M/s Bigshare Services Private Ltd has been completed. However, transfer of physical records from M/s Kfin Technologies (Private) Ltd to M/s Bigshare Services Private Ltd is in progress as lockdown situation continues due to Covid-19 pandemic in the country. Consequently, the Tripartite agreement among M/s Kfin Technologies Private Limited (old RTA), M/s Bigshare Services Private Limited (new RTA) and Petronet LNG Limited is pending to be executed.

This report is to be read with our letter of even date which is annexed as Annexure 'A' and forms an integral part of this report.

For A.N.Kukreja & Co Company Secretaries

(A.N.Kukreja) Proprietor FCS 1070; CP 2318. ICSI Unique Code: S1995DE014900 UDIN: F001070C000419213

thDate: 4 June, 2021Place: New Delhi

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ANNUALREPORT2020-21

61

Annexure ‘A’

To,

The Members of

Petronet LNG Limited

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial record. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

7. During the course of our examination of the books and records of the Company carried out in accordance with generally accepted practices in India, we have neither come across any instance of material fraud on or by the Company, nor the Company has noticed and reported any such case during the year and accordingly the Company has not informed us of any such case.

For A.N. Kukreja& Co. Company Secretaries

(A.N. Kukreja) Proprietor FCS 1070; CP 2318ICSI Unique Code: S1995DE014900

Date: 4 June, 2021Place: New Delhi


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PETRONETLNGLIMITED

62

Management’s Reply on the Secretarial Audit Report for the Financial Year 2020-21

The Board of Directors of the company is duly constituted with proper balance of executive Directors, non-executive Directors, independent Directors and a

stwoman Director (except vacancy with effect from 31 March, 2021).

Amb. Bhaswati Mukherjee (DIN:07173244) has been appointed as Independent Woman Director on the Board

thof the Company w.e.f. 13 August, 2021.

In view of the above, the composition of the Board is in compliance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Observation of Auditors Management’s Reply


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ANNUALREPORT2020-21

63

2020 was one of the most challenging years for the international community as the entire world faced diverse challenges and major disruptions to global political and economic order due to the impact of the COVID 19 pandemic. The major disruptions and changes brought on by this pandemic is expected to have a lasting impact on the world. The pandemic and the resulting lockdowns led to sever recessions caused by demand destruction. It also led to lower investment, loss of human capital and fragmentation of global trade and supply chains.

According to the International Energy Agency (IEA) global energy consumption was severely impacted during 2020, due to the global economy feeling the full impact of the COVID pandemic. In 2020, global energy demand fell by 4% (see Chart 1 below), the largest decline since World War II and the largest ever absolute decline. The latest statistical data for energy demand in the first quarter of 2021, highlights the continued impact of the pandemic on global energy use. Before this, the most significant drop in energy consumption was due to the financial crisis which occurred during 2008. However, it is expected that the impact of Covid-19 on energy demand in 2020 would be more than seven times larger than the impact of the 2008 financial crisis on global energy demand.

Chart 1: IEA projections of the impact of COVID on primary energy demand in 2020 over 2019 levels.

As COVID started to rapidly spread through the globe, various countries implemented containment measures (local & national) of varying magnitude as a preventive measure to break the chain of infection and to reduce the pressure on healthcare infrastructure. An indicator of the severe impact of COVID 19 had on the global energy market, was the two global crude oil markers, namely WTI and Brent. The price of these two crude oils, which were under pressure since March 2020, fell rapidly in a short span

th stof time to historically low levels on 20 and 21 April 2020 respectively. WTI reached a record-breaking low of negative

Annexure-V to Directors Report

Management Discussion & Analysis

Review of Year 2020 – Impact of the COVID Pandemic

4.0

2.0

0.0

-2.0

-4.0

-6.0

-8.0

-10.0

Source: IEA Global Energy Review July 2020

Coal Gas Oil Total Energy

Renewables

Changes over 2019 (%), -4

-4.0

-2.0

-9.0

3

CHART 1: % CHANGE IN ENERGY CONSUMPTION (2020 OVER 2019)

$36.98/bbl whereas Brent touched a record low of $9.12/bbl (See Chart 2 below).

WTI reached negative values due to oversupply of oil, low demand and very limited storage capacity. There were oil producers and holders of oil delivery contract, who were willing to pay potential buyers to offtake oil from them, as it would be more economical rather than to stop oil production and store the oil. This is because oil storage capacity was running out in the United States (US). However, this negative price was unique to the US, while in other parts of the world, Brent crude fell to very low prices, but the Brent price remained positive.

LNG Pricing- A year of extremes

The year 2020 was the most volatile year when it came to price fluctuations in the LNG market for both spot as well as long term contracts. Year 2020 began with a mild winter in Asia and Europe which resulted in lower heating demand. LNG spot market also faced supply pressure from new LNG export projects which were ramping up supply in Australia and the US. Meanwhile, Europe was experiencing high gas inventory levels, which reduced the continent’s demand for LNG spot volumes. All these developments at the start of 2020 led to the LNG spot market experiencing low spot prices. All these factors coupled with the overwhelming impact of COVID 19, caused LNG demand to slide sharply, thereby pushing LNG spot prices to historical lows.

Chart 3 below shows the change between monthly average of Platts Japanese Korea Marker (JKM) LNG spot price assessments ($/mmbtu) during years 2021, 2020 and 2019. In 2020, the average monthly prices for spot LNG cargoes were significantly lower for all the months as compared to 2019, except for month of December 2020 when the trend got reversed. This was due to record breaking low temperatures during winter season in North East Asia, which led to a spike in demand for LNG cargoes and as a result, LNG spot prices were higher than the corresponding period of 2019.

Source: EIA

80

60

40

20

0 9.12

Jan-20

-20

-36.98

Brent Spot Price (US/bbl) WTI Spot Price ($/bbl)

CHART 2: WTI AND BRENT SPOT PRICES FOR 2020 ($/BARREL)

-40

-60

Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20


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PETRONETLNGLIMITED

64

Table 1 below shows the JKM monthly average was at a discount ranging between 6% to 61% in 2020 as compared to 2019 prices. It started with 40.9% discount in January 2020 and in June it fell to a record discount of 61.7% and from there started showing recovery trend. In December

Source: Platts LNG JKM Assessment Data

Table 1: 2019 vs 2020 LNG spot price differential (USD/mmbtu)

MonthsChange (%)

-40.9 -40.1 -51.7 -47.6 -42.0 -61.7 -54.2 -52.4 -32.7 -6.0 -11.7 13.3

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

CHART 3: MONTHLY JKM LNG SPOT PRICES (USD/MMBTU)


Table 2 below shows the lowest point in Platts JKM assessment starting from 2016 till 2020. In 2016, JKM had touched a low of $4.00/mmbtu, for June delivery and in year 2020 it slid further to set a new low record of $1.83 /mmbtu again for June delivery.


TABLE 2: LOWEST JKM PRICE POINT 2016 - 2020

Year JKM Delivery Month

2016 4.00 Jun-16

2017 5.35 May-17

2018 7.05 May-18

2019 4.11 Sep-19

2020 1.83 Jun-20

Chart 4 below shows as an example, the monthly Platts JKM marker trend vis-a-vis long term LNG prices based on assumed oil linkage (slopes) of 11% and 13.5% respectively to a Brent oil price which is an average of the last three months prices prior to the month of delivery. A three-month

lag means that there is much faster transmission of oil market price volatility as compared to a six month or longer lag. As a result, the corresponding LNG prices will take time to adjust depending on the lag in calculation of the oil price to which the LNG price will be linked. This will reduce volatility and delay the transmission of any sudden oil price swing. It can be seen from Chart 4, that from November 2020, JKM prices rose sharply and in the following months went above the oil linked LNG price before declining sharply in March 2021, reaching near oil linked LNG price levels again.

20.0

15.0

10.0

5.0

0.0

CHART 4: LNG TERM PRICES VS LNG SPOT PRICE (2019 -2020)

LNG (11%) LNG (13.5%) JKM

Source: EIA, PLL Analysis

Jan 2

019Feb...

Mar..

.

Apr...

May..

.

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019

Jul 2

019Aug...

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.

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.

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020Aug...

Sep...

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Nov...

Dec...

Jan 2

021Feb...

Mar..

.

2020 it was at a premium to monthly December 2019 JKM assessment at 13.3%, due to fall in winter temperatures. Whereas 2021 started with LNG spot prices rising higher than what was witnessed in 2020 and 2019 on a month-on-month basis.

2;0.0 U.a:l

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J\

-------------------------

ANNUALREPORT2020-21

65

In Chart 5 below, the Brent and JKM prices are given in $/mmbtu. As can be seen in April 2020, both Brent and JKM were at almost identical levels. Despite this, Brent linked LNG price would still remain more expensive than the April month average as shown in Chart 4 due to three months lag. After April 2020, oil prices started to recover, but JKM

Source: EIA, Platts LNG Daily

CHART 5 : JAPANESE KOREA MARKER (JKM) VS BRENT ($/MMBTU)

continued to decline to a low of $2.06/mmbtu in July 2020 widening the gap between the two. However, post August the JKM prices started rising till the end of the year narrowing the differential pricing only reversing the trend in month of Feb 2021.

This scenario of a depressed LNG market with low spot prices in 2020, due to the impact of COVID 19, had put stress on long term LNG contracts, as cheaper spot LNG cargoes were freely available in the global market. However, as short term and spot LNG comprises only about 30% of the total global LNG trade, with the remaining LNG trade being carried out under Long Term contracts with take or pay obligations, low spot prices can only have a limited impact on increasing demand. Due to this, even after a price slump in spot LNG, there was no considerable rise in demand.

An additional challenge to the already precarious LNG market dynamics was in the 1st Quarter of 2020, when Saudi

Arabia and Russia engaged in an oil price that resulted in production cuts and corresponding sharp fall in oil prices.

As shown in Chart 2, when oil prices in 2020 were in decline, LNG spot prices were also below the $5/mmbtu level between January to September 2020, and touched a record low of $1.83/mmbtu and $1.76/mmbtu for JKM and West India (WIM) respectively, at the end of April, 2020.

However, Spot LNG prices at the end of 2020 started to accelerate upwards and touched a record high price of $32.50/mmbtu for February delivery in the first half of January, 2021, whereas West India Marker (WIM) touched a peak of $23.00/mmbtu as shown in Chart 6 below.

Chart 6: JKM & West India (WIM) - 2020 to 1st Quarter 2021

Source: Platts LNG Daily

20.0

10.0

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~


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PETRONETLNGLIMITED

66

It was reported that an individual spot LNG cargo was transacted for first half February, 2021 delivery at almost $40/mmbtu on a delivered ex-ship basis. Japanese LNG importers were heard to have paid between $30 to $40/mmbtu, for small LNG cargoes with limited volumes. North East Asian countries like China witnessed winter temperatures of minus 20 degrees Celsius during 1st half of January 2021, which were record low temperatures not experienced in five decades. For North East Asian countries, the winter weather has been erratic since the start of winter season in 2020. At first it was warmer than usual in November, 2020, due to which most LNG importers thought that gas demand for heating purposes would not be high and did not buy sufficient LNG cargoes from the spot market to build up LNG inventory. However, in December 2020, winter temperatures fell sharply all over the North East Asia, which caused heating demand to rise suddenly, which resulted in North East Asian power and gas utilities to enter the spot market to purchase volumes meet gas demand requirement.

This event led to a wide spread between European and Asian LNG spot prices. As a result of this, US LNG cargoes were being diverted from Europe and sold into the Asian market. This caused heavy shipping traffic at the Panama Canal for LNG vessels, which was already struggling with manpower storages at the canal’s facilities due to COVID operating restriction. LNG vessels with no slot reservation had to wait as long as 9 days to transit, which was 3 times more than the normal wait times of 3 days in the past.

As a way to avoid the congestion at the canal, LNG vessels were either transiting through the Suez Canal or going around the Cape of Good Hope which only extended the voyage of LNG vessels. This resulted in more ships being tied down to the US – Asia trade route, leading to fewer ships being available and as a consequence, charter rates of LNG vessels touched record highs of $300,000 per day in January 2021, as compared to $32,000 per day during the summer of 2020. There was also an issue of LNG supply disruption at some LNG export projects, during this period, which put more pressure on LNG spot market prices. In the Atlantic Basin, LNG export projects in the US faced supply disruption during hurricane season in August, shutdown of Norway’s Hammerfest project in September, production issues in Nigeria in November, while Atlantic LNG in Trinidad, Equatorial Guinea LNG and Angola LNG had feed gas supply issues which impacted their LNG production.

In the Middle East and Pacific Basin, there were production issues at Qatar and Malaysia. These weather and market related developments, constraints of shipping logistics for inter-basin trade and LNG supply disruptions during the winter of 2020/21, pushed up LNG spot prices to record highs.

Thus, the year 2020 for LNG prices for long term contracts and more so for LNG spot prices was a bad year. Low prices in LNG term and spot markets played havoc with supplier’s balance sheets, putting the oil linked indexation under greater pressure than it has been in the last few years due to surplus LNG. This resulted in investments in LNG projects getting on hold. However, at the start of 2021, record high LNG spot prices in January and February, showed to LNG buyers the high level of volatility in the LNG spot market. This poses a huge risk to buyers, who were beginning to consider LNG spot price assessment by reporting agencies as a viable alternative to oil linked pricing, with the expectation that since the LNG market is entering a period of surplus, spot prices will remain depressed as compared to oil linked prices. However, the LNG spot market is a very shallow market with limited liquidity, which poses a problem when it comes adjusting to sudden unexpected market events which lead to price volatility. Though the record-breaking prices seen during the winter of 2020-21, may not be seen again, this extreme movement in prices has cast doubts over the ability of LNG spot pricing to be able to be a reliable and cost competitive pricing benchmark for long term LNG supply contracts.

LNG Demand and Supply Dynamics

• Supply Side Scenario - LNG Exports

The current nameplate capacity of all the LNG production capacity is 454 MMTPA, while the amount of LNG that was traded globally was about 356.1 MMT in 2020. Despite the primary energy demand suffering significant global downturn due to COVID induced containment measures, which halted all, except the most essential economic activities, the LNG market was the only energy sector that witnessed positive demand growth. Chart 7 (A) below shows the growth in LNG trade over 5 years from 262 to 356.1 MMT. From 2016 to 2019 it witnessed high growth rate ranging from 9% to 12%, but in 2020 it witnessed the lowest growth of 0.4%, but it was still a positive growth, compared to the carnage the energy sector as a whole faced.

CHART 7 (A): GLOBAL LNG TRADE (MMT)

Source: GIIGNL

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ANNUALREPORT2020-21

67

Chart 7 (B) above shows the world’s biggest LNG exporters and their respective shares in global LNG trade. Australia overtook Qatar as the largest exporter in 2020, exporting 77.8 MT, an increase of 2.4 MT, while Qatar exported 77.1 MT, each capturing a 22% market share of exports. Australia’s increase was likely the result of the ramp up in volumes from Ichthys, and high utilization across existing projects for a large part of the year. The other notable increase in exports was from the United

CHART8: CHANGE IN LNG EXPORTS 2020 VS 2019

Source: IHS Markit LNG Data

18.9%21.8%

21.7%

12.6%8.3%

6.7%

5.8%

4.2%

Australia

Qatar

United States

Russia

Malaysia

Nigeria

Indonesia

Others

Chart 7 (B): LNG Exports (MMT) 2020

Source: GIIGNL

States, who remains in third place, and exported 11 MT more than in 2019, as a result of trains starting up at Freeport LNG, Cameron LNG and Elba Island. The US exported 44.8 MT in 2020, an increase of 33% compared to 2019. Russia remains at fourth place, exporting a total of 29.6MT in 2019, a small increase of 0.3 MT versus 2019. All of the liquefaction capacity added in 2020 was from the US, and no new markets started exporting. The liquefaction projects that came online in 2020 were Freeport LNG T2-T3 (10.2 MTPA), Cameron LNG T2-T3 (8.0 MTPA) and Elba Island T4-T10 (1.75 MTPA), all of which were located in the United States.

Chart 8 below shows month by month LNG exports of 2019 and 2020 for comparison. Even though LNG trade grew by 0.4% in 2020 year on year, on a monthly basis, starting from the June of 2020, a steady decline took place as compared to 2019, with the difference widening the most in August 2020 to 8 MMT. However, by December 2020 due to severe winter in North East Asia and Europe, demand recovery took place. In the 1st calendar quarter of 2020, significantly higher volumes of LNG were exported as compared to 2019.

One additional aspect of measuring the supply side performance is to see the utilization rates of various LNG supply projects globally. Even though the trade growth was positive, the utilization rate of LNG exporting nations paints a rather

interesting picture. Chart 9 below shows the countries that have LNG production facilities and their aggregate LNG export capacity utilization levels in 2020 vs 2019. The three major exporters in the world are Australia, Qatar and USA.

CHART 9: LIQUEFACTION UTILIZATION BY COUNTRY- 2019 VS 2020


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From the above chart it can be seen that out of 19 LNG exporting countries, five had increased utilization level. They were Qatar, Russia, Papua New Guinea, United Arab Emirates and Angola. Their increase in LNG Liquefaction capacity was marginal ranging from 1% to 6%. Papua New Guinea and Angola had an increase of 6%, while Qatar recorded an increase of 1%. Given the large size of Qatar’s

ndLNG production capacity, being the 2 largest in the world after Australia, in an LNG market that grew at less than 2%, Qatar’s high utilization rate of its LNG capacity was due to their low costs and reliance on long-term contracts with take or pay provisions, which made it difficult for their buyers to refuse supply even though the spot market was very attractive till winter season of 2020. Even though Australia faced a marginal decline of 2% in LNG capacity utilization from 2019 to 2020, they also experienced high utilization rate of 92% of their LNG nameplate capacity for the same contractual reasons as Qatar did, due to reliance on long term contracts and take or pay provisions in them.

Nine LNG producers had moderate levels of decline in utilization ranging between 1% to 8%. Some of the LNG producers had already very high utilization above 90%. Nigeria and Oman in 2019 were at 100% and declined by 1% and 8% respectively.

The remaining 5 LNG producers faced significant decline in utilization levels and included countries like USA, Egypt and Norway. USA LNG projects had inbuilt flexibility in the form of having a use or pay charge for buyers, if they failed to offtake LNG volumes under their term contracts. This use or pay charge was to compensate the LNG exporter for the LNG project, which was not being utilized and was in fact a liquification fee. Therefore, instead of paying for the full cargo value, which would be a significantly higher liability for failure to take LNG volumes, the buyers had to only pay a liquefication fee.

• LNG supply projections

According to the IEA, due to the COVID pandemic and the

subsequent demand contraction in the gas market, the estimated demand recovery in LNG will be slower than the liquefaction capacity buildup as shown in Chart 10 below. Originally due to the LNG glut, it was expected that the LNG market would see LNG demand rise to absorb all the additional LNG supply and the market would become tight

stwithin the 1 half of this decade.

This original demand forecast has been revised downwards due to the impact of COVID, as the demand recovery would be more gradual and the expected LNG supply surplus would continue till middle of this decade – 2025. Further, Qatar Petroleum taking the final investment decision of nearly $30 billion in February 2021 for the development on the North Field East (NFE) project, an additional 32 MMTPA of LNG liquification capacity will get added to global sanctioned liquefaction capacity. Additionally, Qatar is also planning a second, but smaller scale expansion of 16 MMTPA which will commence supply by 2027.

Chart 10 shows the projected LNG capacity expansion and LNG supply from 2020 to 2025 by IHS Markit. Currently the projection is that the surplus capacity will peak at above 18% in 2021 and then starts to decline and by 2025 it reaches 11.8%, as LNG demand starts to catch up. This projection includes the Qatari LNG expansion project.

At the beginning of 2020, 11 trains totaling 87.3 MTPA of capacity were expected to reach FID in 2020, and in practice only one project did so – the Energía Costa Azul LNG T1 terminal (3.25 MTPA) in Baja California, Mexico. This is also in stark contrast with 2019, when seven projects representing a collective capacity of 70.8 MTPA reached FID.

As the Qatari FID has been announced, the other LNG projects under planning (aspirational liquefaction capacity in the pre-FID stage) will find it hard to get long term contracts to recover its financing. There is hope for smaller scale LNG projects in 2021, like the Energia Costa Azul LNG project, to move forward as the volumes are not significant and can be marketed more easily.

CHART10: LNG CAPACITY & SUPPLY GROWTH PROJECTIONS 2020 - 2021


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• Challenges to LNG Supply

In a rather bearish outlook for LNG market, Wood Makenzie is of the view that in order to meet emissions target to keep global temperature rise less than 2 degrees Celsius above pre-industrial levels or even raise the target to 1.5 degrees Celsius, the amount of additional LNG supply needed in the global market will be about 25% of that actual forecasted supply increase by 2040.

Gas demand will face pressure due to carbon emissions and methane leakages in the LNG and gas supply chain and will promote investment in renewables. Green hydrogen, which is producing hydrogen by using electrolysis from renewable power will also emerge as a major competitor to gas by 2040 and is estimated to have a 10% share in total global primary energy consumption by 2050. If the global emissions target is to be met, then only 106.6 MMTPA of additional LNG will be required and if carbon emissions are not a constraint, then Wood Mackenzie estimated that about 330.8 MMTPA of LNG supply can be accommodated by 2040, but will lead to 3 degrees Celsius increase.

• Challenges to LNG Demand

Due to the rapidly declining renewable energy costs and technological advances, hydrogen can be another source of transportation fuel. Hydrogen, is being used in various indus t r ia l p roduct ion processes , l i ke re f in ing , petrochemicals, steel manufacturing, etc. and far more efficient than other fuels. Hydrogen demand as a fuel has been increasing over the last few decades. Further Green hydrogen production method, uses renewable energy to power the electrolysis that splits water molecules into hydrogen and oxygen. Since renewable energy is used and the only byproduct of the electrolysis of water is oxygen, this is the most environmentally sustainable way to produce hydrogen.

Eventually, as mentioned in the Challenges to LNG Supply section above, based on a Wood Mackenzie report, if climate emission goals have to be met, LNG demand will be impacted as other forms of energy like renewable power and hydrogen provide an alternative. However, LNG is still a greener fuel, compared to coal and other liquid fuels and will have to be used to bridge the gap during transition to more carbon neutral fuels in the coming future.

• Demand Side Scenario – LNG Imports

Chart 11 and Table 3 shows the LNG imports in 2020 and the largest LNG importers globally. Japan still keeps the number one spot (21%), with China in second place for LNG imports (19%). Both these countries combined import about 40% of the global LNG traded. Myanmar was a new addition

to the list of global LNG net importers in 2020, importing 0.2 MT. Growth in net imports was dominated by long-standing importing giants China, India, Taiwan and South Korea – adding a total of 11.7 MMT of net imports in 2020 despite waves of COVID restrictions. Turkey also increased net imports by 1.35 MMT. The largest increases in net imports were seen in Asia, growing net imports by 10%, or 9.5 MMT, compared to 2019. The largest importing regions, consistent with 2018 and 2019, were Asia Pacific and Asia (147.1 MMT and 107.3 MMT respectively), although Asia Pacific’s market share of total net LNG imports declined by 1% compared to 2019

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CHART 11: LNG IMPORTS COUNTRYWISE -2020 (MMT)

Country LNG (MMT)

Japan 75.20

China 69.24

South Korea 40.75

India 26.44

Others* 150.45


As mentioned in the LNG Pricing section above, it was an unexpected shock to the gas and power utilities in Asia and Europe, when during winter season they experienced record-breaking low temperatures not seen in decades. This led to a sharp increase in imports at the end of 2020 and start of 2021.

Table 3: LNG Imports from 2018 to 2020 (MMT)


Year Europe Asia- N. S. Middle Total Pacific America America East

2018 49.93 240.78 9.84 7.80 9.72 318.07

2019 87.42 246.18 9.85 6.33 7.05 356.82

2020 84.61 256.66 6.75 6.97 7.09 362.07

Change 2018- 37.49 5.40 0.02 -1.48 -2.68 38.75 2019

Change 2019- -2.82 10.48 -3.10 0.65 0.04 5.252020

In 2020 (as seen in Table 3 above), the increase in LNG import was marginal to the tune of 5.25 MMT, out of which Europe had recorded a decline in LNG imports from 2.82 MMT (vis a vis 2019), while Asia Pacific had doubled it imports to 10.48 MMT to offset the marginal decline in Europe, North America and Middle East.

It is forecast by IHS Market that LNG trade would start to expand again from 2023-24 onwards, as new LNG projects which achieved FID during 2018-19 begin to commence supply operations. In 2019, 70 MMTPA of LNG capacity achieved FID which was a historic high in LNG project investments.


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Projections for 2021 and beyond

Return of normalcy will lead to renewed economic activity and hence recovery in energy demand. Though LNG spot market saw record breaking prices not seen since 2011, due to the Japanese earthquake that caused the nuclear disaster forcing shutdown of all nuclear plants in Japan, the LNG market is projected to remain in surplus for years to come and it will remain a buyer’s market.

LNG demand growth has been revised downwards for the long term, due to the impact of COVID and more focus on carbon emissions will mean greater investment in renewables which are cost competitive and also the development of Hydrogen as an alternative, not only for gas, but for liquid fuels as well. However, for China there is some uncertainty on how the carbon emissions strategy will work and what impact will it have on gas demand. This will also be the case for other mature markets with declining LNG imports like Japan and South Korea. They also have carbon emissions plans and the impact of this on gas demand is too early to tell. In countries like India and the rest of South East Asia, owing to rapid economic growth the LNG imports will rise strongly in the future despite increase in domestic gas production from difficult fields and CBM production.

On the supply side, the Qatari expansion will add significant supply and push out other LNG projects from the market. Only smaller LNG projects may get FID in 2021. IHS Markit is of the view that the LNG market will experience a surplus market till the end of the decade due these factors. However, all these projections are not certain, as the growth of LNG will depend on energy policy of countries involved in LNG trade and cost economics of hydrogen will also influence its development as an alternative fuel, which right now it is at a nascent stage. Renewable energy faces the challenge of intermittency, which requires better quality and cost-effective battery power storage, which is still under development, and LNG is answer to this.

One thing is certain, that LNG prices will remain subdued barring yearly seasonal swings and buyers like India will be in an advantageous position to negotiate and procure new LNG supply at economic rates to feed the gas infrastructure build up taking place in the sector right now.

GAS IN INDIA

Introduction

According to the Indian Energy Outlook published in 2020 by IEA, India is slated to become the most populated country in the world this decade. The potential for growth in energy consumption in India is very high, making it an important market in the global energy industry after China. India, like all other nations was also severely impacted by COVID pandemic.

According to the Indian Economic Survey 2020-21 Report, India experienced a contraction of 23.9% of its GDP in first quarter (April-June) of FY 2020-21, while it experienced positive growth of 3.1 % in the fourth Quarter (Jan.-Mar.) of previous FY 2019-20. However, there was sharp recovery when in the second quarter of FY 2020-21, GDP declined only by 7.5%. Overall, for the FY 2020-21, India’s GDP is forecast to decline by 7.7%. There is an expectation that India will experience a V shaped economic recovery, which means there will be a rapid increase in economic growth. Macro- economic indicators like the stock market have also reached all-time highs showing public confidence in the India’s economic future. According to the IMF, in the next two years, India is also expected to emerge as the fastest-growing economy globally.

Energy demand in India, is forecast to rise substantially and oil demand is projected by IEA to overtake China’s by the middle of this decade. Oil demand by IEA is forecast to reach from 4.4 million bpd in 2017 to 6 million barrels per day (bpd) by 2024 and 8.7 million bpd by 2040, an increase of 97.7% from 2017 levels. In the meanwhile, domestic oil production is not expected to rise much and will only see a marginal increase.

As far as gas is concerned, Hon’ble Prime Minister of India has announced that India plans to spend Rs. 7.5 Trillion in creating oil and gas infrastructure over next five years and increase share of natural gas from current 6.3% to 15% in India’s Energy basket by year 2030. This would require fourfold increase in gas consumption to over 600 MMSCMD by year 2030 and over 500 MMSCMD by year 2025-26 from present consumption of around 155 MMSCMD. It is expected that share of LNG in natural gas consumption would increase from present around 55% to 70% in India due to limited domestic production i.e. presently around 75 MMSCMD, which may increase to around 180 MMSCMD in best case scenario, thereby implying that there will be LNG requirement of around 430 MMSCMD (about 120 MMTPA) for achieving 15% share of gas in India’s Energy basket. In order to cater to such near four-fold increase in gas demand and limited increase in domestic gas supplies, LNG imports are going to play major role to cater to incremental gas demand. Such increase in LNG demand, would require enhancement of India’s LNG re-gas infrastructure to around 150 MMTPA (considering 80 % utilization) against presently available capacity of 42.5 MMTPA which after including under construction capacity of 19 MMTPA, would take total regas capacity to 61.5 MMTPA.

India is focusing on renewable sources to generate energy. It is planning to achieve 40% of its energy from non-fossil sources by 2030, which is currently 30% and have plans to increase its renewable energy capacity from to 175 gigawatt

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(GW) by 2022. India is expected to be the third largest consumer economy as its consumption may triple to US$ 4 trillion by 2025, owing to shift in consumer behavior and expenditure pattern, according to a Boston Consulting Group (BCG) report. It is estimated to surpass USA to become the second largest economy in terms of purchasing power parity (PPP) by 2040 as per a report by PricewaterhouseCoopers.

Despite COVID’s impact of the gas sector, 2020 was quite an eventful year for India’s gas industry. There were some major developments in the gas sector and some of them will have a long-term impact on the gas industry. They were KG Basin D1/D3 gas field production ceasing finally after starting in 2009 and new domestic gas supply from the R-Cluster/Satellite fields of the Reliance BP Joint venture. Oil Natural Gas Corporation (ONGC) is also expected to commence supply from its own gas fields from the same KG Basin. The opening of the first gas trading hub by Indian Gas Exchange is expected to have a major impact on the gas market in India. The Petroleum & Natural Gas Regulatory Board (PNGRB) announced unified tariff for all interconnected natural gas pipelines, so as to enable more uniform development of the gas industry, which will be discussed below in detail in the Major Developments section.

Gas Market Scenario in 2020

• Gas Demand and Supply

Despite the sever impact of COVID, which lead to significant gas demand destruction during the lockdown period, gas consumption in 2020 was 151.65 MMSCMD, while in 2019, it

was marginally higher at 151.91 MMSCMD. Table 4 and Chart 12 below, shows the sector-wise consumption of R-LNG and domestic natural gas in 2020. Fertilizer is the most dominant user of gas. For RLNG consumption, fertilizer sector is the largest consumer, as gas is used as a feedstock for ammonia production. When it comes to domestic gas consumption, the power sector is the largest sector as it is extremely sensitive to gas prices. If we look at the total share of each consuming sector in 2020, fertilizer accounts for almost one third of the total gas consumed in the country at 31.67% and leads the power sector by a wide margin. Power accounts for about one fifth (19.25%) and third is City Gas Distribution (CGD) is 15.76%, almost the same as Refinery. Petro- chemicals and other industries like sponge iron, glass works etc. together consume about 18% of the total gas consumed.

Chart 13 shows the monthly total gas consumption in 2021 (Q1), 2020 vs 2019.

CHART13 : TOTAL GAS CONSUMPTION MONTH-WISE 2019, 2020, 2021(Q1)

Source: PPAC Gas Monthly Report


TABLE 4: GAS CONSUMPTION SECTOR-WISE IN 2020 (MMSCMD) CHART 12: SECTORWISE CONSUMPTION IN 2020 (MMSCMD)

20.27 29.19 12.60 23.91 4.85 22.95

8.76 18.88 0.86 8.70

64.82 151.65

SOURCE: PPAC Gas Report

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The main drivers for RLNG consumption were refinery, fertilizer, and City Gas Distribution (CGD) sectors. During January 2020, the Mundra Regasification Terminal received its first LNG commissioning LNG cargo, adding additional regasification capacity.

For January and February 2020, the Platts WIM marker was assessed more than 40% lower Y-o-Y as show in Chart 17 and Table 9. This caused LNG imports in 2020 as shown in Chart 16 and Table 8, for January and February to rise Y-o-Y by approximately 27% and 84% respectively as Indian buyers bought more spot cargoes. Chart 16 and Table 8 show the Year- on -Year declines for all the months between 2019 vs 2021 ( Q1). February was the 2nd highest month in terms of LNG imports of 2.75 Million MT. The record LNG imports of 2.81 Million MT in 2020 were reached in October because of resurgence in gas demand. According to S&P Platts, Indian LNG buyers due to the low spot prices issued many buy tenders for spot LNG cargo procurement by mid-February for delivery during the year and had bought 67 LNG cargoes amounting to 4.3 MMT under spot and short-term supply deals.

TABLE 5: CHANGE IN GAS CONSUMPTION SECTOR-WISE - 2020 VS 2019 (MMSCMD)


Sector Fertilizer Power CGD Refinery Others Pet-chem Total

2019 43.34 31.28 27.94 20.21 18.43 10.71 151.91

2020 48.03 29.19 23.91 22.95 18.88 8.7 151.65

Year-on- 4.69 -2.09 -4.03 2.74 0.45 -2.01 -0.26Year

Year-on- 10.8 -6.7 -14.4 13.6 2.4 -18.8 -0.2Year (%)

CHART14: GAS PRODUCTION MONTH-WISE (MMSCMD)


The year 2020 started with high gas consumption Year-on-Year (Y-o-Y) as shown in Chart 13 above, while the contrary was true for gas production and domestic gas supply suffered as shown below in Chart 14 and Table 6, for 2020 as compared to 2019. Total yearly gas production in 2020 was approximately 13% lower than in 2019. During the same period, low LNG prices during January and February 2020, a trend which started in 2019, due to the LNG supply glut, was further pushed down. This encouraged Indian LNG importers to buy more LNG spot cargoes at low price rates.

Table 5 below shows sector-wise change in total gas consumption between 2019 to 2020.

TABLE 6: GAS PRODUCTION 2019, 2020 & 2021 Q1 (MMSCM)

Month Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Total

2019 2258 2027 2218 2067 2124 2050 2118 2103 2025 2060 2001 2026 25077

2020 2013 1794 1825 1598 1750 1779 1864 1856 1748 1862 1789 1860 21738

2021 1979 1822 2140

2020 vs 2019 -10.85 -11.49 -17.72 -22.69 -17.61 -13.22 -11.99 -11.75 -13.68 -9.61 -10.59 -8.19 -13.31

% Change

Month on - -10.88 1.73 -12.44 9.51 1.66 4.78 -0.43 -5.82 6.52 -3.92 3.97 -Month %(2020)

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Due to the impact of COVID, for March, gas consumption declined by 13% from February 2020, while LNG imports for March 2020, declined from February 2020 by about 23%. Platts WIM marker for March was $3.29/mmbtu, more than 50% lower Y-O-Y, as the global impact of COVID lockdowns internationally was being felt by the LNG spot market, in terms of reduced LNG demand.

During COVID, though essential energy infrastructure would continue to operate like regasification terminals, it was the downstream demand slump that would lead to high LNG inventory levels at India’s regasification facilities. Initially, India was supporting the Asian spot market with high imports. This meant some volumes of LNG destined for the Chinese market were landing in India. The decrease in gas demand in India will be much higher as unlike Japan and South Korea, which are one of the biggest buyers of LNG in the Asian region, where LNG is largely used for power generation, while in India only 9% of the LNG imported is used for power generation.

April month gas consumption continued the downward trend from March month of 2020 and on LNG imports. However, monthly average spot LNG prices represented by the Platts WIM marker for April fell to $2.93/mmbtu and they would eventually bottom out in month of June/July as shown below in Chart 17 and Table 9. In April gas consumption fell by 6% as compared to March, mainly due to lower gas demand from the CGD sector as it declined by around 50%, from 25 to 12.5 MMSCMD. However, power sector demand rose in April by 12%, due to record low LNG prices, that made gas based power very competitive with coal and led to some coal to gas switching in the power sector. This was the only bright spot in the otherwise shrinking gas market in India. Chart 15 and Table 7 below shows gas consumption in the power sector went from 25.3 MMSCMD in April to 35.4 MMSCMD in June and after that started to decline again due to increasing WIM prices. In the meanwhile, LNG import fell sharply in April from March 2020 by around 39%.

CHART15 : SECTOR - WISE MONTHLY GAS CONSUMPTION IN 2020 (MMSCMD)

TABLE 7: SECTOR-WISE MONTHLY GAS CONSUMPTION FOR 2020 (MMSCMD)

Sector Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

Fertilizer 47.0 47.3 41.8 43.0 50.7 52.5 47.5 47.6 45.9 50.2 51.7 51.1

Power 26.1 29.0 22.6 25.3 30.1 35.4 32.0 30.9 29.2 31.1 28.9 29.9

CGD 30.2 30.4 25.1 12.7 18.7 16.9 16.4 20.8 26.9 28.4 29.0 31.5

Refinery 20.9 24.2 23.5 24.4 27.7 32.4 20.6 21.2 21.0 21.8 19.7 18.3

Others 19.0 18.7 16.2 18.0 18.0 27.3 16.9 18.6 15.1 19.7 19.5 19.7

Total (MMSCM) 152.8 159.7 138.6 130.3 157.1 171.2 142.4 148.8 143.4 160.5 156.9 158.3

Source: PPAC Monthly Gas Report

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In May, gas consumption did rise M-o-M by about 21% as all gas consuming sectors recorded a rise in gas consumption. The WIM marker was valued at a monthly average of $2.57/mmbtu for May, down from $2.93/mmbtu from April. In June M-o-M there was further increase in gas consumption by about 9%, with only CGD sector declinning by about 10%. The WIM marker monthly average of June was assessed at

CHART16: INDIA'S MONTHLY AGGREGATE LNG IMPORTS (MMT)

Source: IHS Markit

TABLE 8: MONTHLY TOTAL LNG IMPORTS (MMT)

Year / Monthly Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

2019 1.69 1.49 1.76 2.11 2.01 1.87 2.29 2.07 1.91 2.06 1.93 1.95

2020 2.15 2.75 2.10 1.29 1.86 2.21 2.38 2.10 2.31 2.81 2.33 2.13

2021 1.95 2.39 2.34

Year on Year 27.15 84.16 19.33 -38.76 -7.26 18.61 3.88 1.52 20.97 36.45 20.72 9.65 % (2020)

Month on Month - 27.87 -23.54 -38.57 43.99 18.95 7.42 -11.62 10.12 21.26 -16.79 -8.62 % (2020)

Source: IHS Markit

For August, September and October, gas consumption fluctuated as can be seen in Table 7, while LNG imports followed the increasing trend and reached a record high of 2.81 Million MT in October 2020. As can be seen in Table 9, the Platts WIM marker was assessed in August at $2.11/mmbtu and the same kept rising from record lows seen in July of $1.98/mmbtu to $4.09/mmbtu in October and reaching $6.53/mmbtu in the month of December 2020 before touching peak of $15.04/mmbtu in February of 2021. This was because winter was severe in Asia and Europe,

causing LNG spot prices to reach record highs as explained in the first section, which revived the global LNG trade in 2020/2021. Also, for the first time due to record low prices of LNG spot cargoes in 2020, it was reported that during the year, industrial users of gas were substituting domestic gas supply with LNG as there were months in which LNG spot prices fell below the domestic gas price, resulting is cost savings for the industrial gas users. So we can say with certainty that for the gas industry in India, 2020 was a turbulent year with a lot of volatility and uncertainty.

$1.99/mmbtu. In July, however the rising gas consumption trend reversed and faced a sharp decline of about 17% and Y-o-Y had a 8% decline. The WIM market monthly average of July was assessed at $1.98/mmbtu, which was the lowest for the year and was well below the then prevailing domestic gas price of $2.39/mmbtu as notified by PPAC ( MOPNG).

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CHART17: MONTHLY AVERAGE OF WEST INDIA MARKER (WIM) PLATTS-2019 TO MAR. 2021 ($/MMBTU)

Year / Monthly Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

2019 8.88 8.23 6.95 5.85 4.58 5.27 4.33 4.26 4.03 4.35 5.41 5.47

2020 5.12 4.85 3.29 2.93 2.57 1.99 1.98 2.11 2.77 4.09 5.02 6.53

2021 7.64 15.04 7.18

Year on Year -42.30 -41.08 -52.59 -49.98 -43.87 -62.14 -54.24 -50.54 -31.34 -5.89 -7.18 19.35 (2020 vs 2019)

Source: IHS Markit

TABLE 9: MONTHLY AVERAGE OF WEST INDIA MARKER (WIM) PLATTS - 2019 VS 2020 ($/MMBTU)

• Major Developments in Gas Industry in 2020

Supply Side – Domestic Gas Production

The great hope for Indian self-sufficiency in gas production was the indigenous gas find in KG Basin by Reliance Industries, ONGC and GSPCL under New Exploration Hydrocarbon Policy (NELP) after Mumbai High discovery. The Reliance find was the first to be put into production in April 2009. The supply from this gas field reached a high of 61.43 MMSCMD in March 2010. However, the gas production started to decline from April 2010.

The Reliance & BP Joint Venture have had a second wave of discoveries in the KG Basin D6 Block. The three fields in the KG D6 Block are R Cluster/Series (D34), Satellite fields (D2, D22, D29 and D30) and MJ (D55). R- cluster was the first to start production. RIL-BP consortium had published two NIO namely Tender-I for 5 MMSCMD and the gas supply

thcommenced from December 06 , 2020. Whereas, Tender–II for 7.5 MMSCMD, wherein gas supply commenced from

thFebruary 10 , 2021.

The Satellites fields are expected to start from April 2021 / early May 2021 with peak production of 5.5 MMSCMD and the MJ fields will commence supply from end of 2022 with peak production capacity of 12 MMSCMD. The gas price in

Tender- I was linked to Brent crude oil and the gas was awarded to bidders between the slope of 8.5% to 8.6% to Dated Brent crude oil price. Whereas Tender-II was linked to JKM marker + V (Starting ‘Bid against price basis’).

Reliance has initiated the auction for 3rd tranche of gas from Satellite Gas Fields and for this auction we understand the pricing mechanism would be similar to previous Tender-II. Oil and Natural Gas Corporation (ONGC) is also going to commence gas supply from its gas field in the KG Basin Block. It is understood that ONGC will auction this gas through NIO and the probable pricing may be linked to Dated Brent oil price. The gas production plan of ONGC is to increase natural gas production from the KG basin block to 2.5-3 MMSCMD by May 2021, 8.5 MMSCMD in the following year and will reach peak production by 2023-24 of 15 MMSCMD.

Further, Vedanta has also done auctioning for 4.3 MMSCMD of gas, from the Gas field in RJ-ON-90/1 Block in Barmer, Rajasthan, where the gas price to successful bidders was linked to DES West India Marker.

Supply Side – Oil and Gas Auctions

The Government has implemented plethora of reforms in the past five years in the E&P sector.

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PETRONETLNGLIMITED

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• Notification on ‘Reforms in Exploration and Licensing Policy for enhancing domestic exploration and production of oil and gas’ on 28th February 2019 with the objective to intensify exploration activities, attract foreign and domestic investment and enhance domestic production.

• The new Hydrocarbon Exploration Licensing Policy (HELP) for award of Hydrocarbon Acreages in the

thUpstream Sector of India was notified on 30 March, st2016 and formally launched w.e.f 1 July, 2017. Open

Acreage Licensing Policy (OALP) is one of the key thfeatures of HELP which has been notified on 30 June,

2017. Till Dec 2020, under HELP/Open Acreage Licensing Policy (OALP), five OALP bidding rounds have been concluded in which 105 exploration blocks have been awarded covering an area of approx. 156,580 sq. km.

• National Data Repository (NDR) set up at DGH and thlaunched on 28 June, 2017 to make the entire

Exploration and Production (E&P) data available for commercial exploration, research and development and

st academic purposes. Total data uploaded in NDR till 31December 2020 is 2.582 Million Line Kilometres of 2D Seismic Data, 0.872 Million Square kilometers of 3D Seismic data.

• Discovered Small Field Policy (DSF) is aimed at monetizing hydrocarbon resources locked-in for years in a time bound manner to boost domestic production of Oil and Gas.

TABLE 10: COMPANY-WISE AWARD OF BLOCKS UNDER OALP

Company Round Round Round Round Total 1 2 & 3 4 5

Vedanta Ltd 41 10 - - 51

Oil India 9 12 - 4 25

ONGC 2 8 7 7 24

IOCL - 1 - - 1

BP & RIL - 1 - - 1

Hindustan Oil 1 - - - 1Exploration Co.

GAIL 1 - - - 1

Bharat Petro 1 - - - 1Resources Ltd.

Source: ONGC Corners all 7 blocks on offer in OALP Bid Round 4 – Business Line Dated 3 Jan. 2020/

Gas Pipeline Tariff Reforms – Unified Tariff

PNGRB has simplified the country’s gas pipeline tariff structure to make the natural gas more affordable for distant users. It has notified regulations (Determination of Natural Gas Pipeline Tariff) for calculation of ‘unified tariff’; however its implementation shall be notified separately.

Currently, the natural gas pipeline tariff is levied based on the distance transported - the longer the distance, the higher is the charge. This resulted in consumers far away from the source of gas supply paying higher charges as compared to those who were near to source. Furthermore, if natural gas that is being transported to the end users, is passing through multiple natural gas pipelines, then the tariff payable by the end consumer is the sum of applicable zonal tariffs of all such gas pipelines used for transportation of the gas molecules. With a view to simplify the gas pipeline tariff structure, PNGRB has notified first tariff zone of 300 kms from the unified entry point on either side of the national gas grid system and second tariff zone, being the remaining length of the national gas grid system on either side of first tariff zone for unified tariff.

There is total 14 natural gas pipelines which are part of national gas grid system for calculation of Unified Tariff and these pipelines belongs GAIL (India) Limited, Indian Oil Corporation Limited, Pipeline Infrastructure Limited, Gujarat State Petronet Limited, Reliance Gas Pipelines Limited, GSPL India Gasnet Limited and GSPL India Transco Limited. The new tariff structure would facilitate the creation of a National Gas Grid and make it more easily accessible by end users.

Developing a gas hub for India

Indian Gas Exchange Ltd. (IGX) is an automated national level Gas Exchange to promote and sustain an efficient and robust Gas market and to foster gas trading in the country.

th IGX started operations on 15 June 2020 as Gas Trading Platform and has been operating as the Gas Exchange since 10th December 2020. The Exchange operates under the regulatory framework of Petroleum and Natural Gas Regulatory Board (PNGRB) and IGX has received authorization to operate for 25 years from the PNGRB under the newly issued regulations, the Gas Exchange Regulations 2020. It has strategic investments by leading players in the gas value chain.

The exchange adds to flexibility in the market for gas purchase and sales and leads to a transparent market-based price discovery for gas. The market-based price discovery mechanism, is essential for the growth of the gas market in India.

The Indian Gas Exchange currently offers trade in five contracts, including Daily, Weekly, Weekday, Fortnightly and Monthly, at three physical hubs - Hazira and Dahej in Gujarat and KG Basin in Andhra Pradesh. Further more physical hubs are in the process of being added. The Exchange has over 500 registered clients and 15 members and has cumulatively traded 100,000 mmbtu volume of gas.

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IGX has recently introduced market-friendly features including improved auction methodology to enhance ease-of-trade for the market participants. It has introduced open auction trading, on its platform. The trading through new formats has commenced with effect from March 25, 2021. The Monthly, Fortnightly, Weekly and Weekday contracts will have Open Auction mechanism, while the Daily contracts will be traded through Continuous Trading mechanism. In Double-sided Open Auction, both sellers and buyers will have access to the information regarding price and quantity shared by the various sellers on the platform.

The Indian gas market is poised for big growth as PNGRB has auctioned a large number of Geographical Areas for CGD projects in the last few years. It is expected that in the next few years there will be more consumers getting connected to growing gas network.

LNG as Transportation Fuel:

Ministry of Petroleum and Natural Gas has recently thpublished draft LNG policy on February 17 , 2021.

The key aims and objective of the policy is to (i) Frame an integrated approach towards procurement, storage, transportation and use of LNG, including its byproducts such as boil-offs (ii) ensure equitable distribution and adequate availability of LNG for all technologically feasible sectors (iii) promote increased use of LNG in various sectors including in transportation and in mining sector (iv) ensure stable, transparent and enabling framework for activities related to LNG, (v) promotion of new technologies related to LNG and (vi) promotion of adoption of LNG for usage in green field sectors i.e. where LNG is not being used in any matter manner currently.

Under Upstream sector, the policy aims to (i) create a regasification capacity of 70 MMTPA by 2030 and 100 MMTPA by the year 2040 (ii) support Virtual Pipelines and enabling Infrastructure for transporting LNG through rail and also through LNG truck loading. Whereas under Midstream, the policy aims to (i) develop dedicated Highways with extensive LNG infrastructure (ii) Use of LNG as transport fuel in high-volume closed-circuit loops to be developed in areas such as mining areas, refineries, etc (iii) to achieve the target of 10% Conversion of all long-haul heavy-duty trucks and other similar automotive to LNG and (iv) Mobile dispending of LNG.

Under Downstream, the policy aims to (i) establishing 1000 LNG stations for ensuring availability of LNG for long haul, heavy duty trucks and other automotive covering all major highways, industrial and commercial centers, etc. (ii) Adoption of LNG in green field areas (iii) Marketing and sale of LNG as a vehicular fuel shall be a free activity and not

have any restriction as to the quantity, area or any other parameter except the safety and technical parameters.

It may be noted that the diesel consumption in India is about 83 MMT(2019-20), In recent years, M&HCV segment has shown tremendous growth potential, with the average number of incremental vehicles of around 2,50,000 per year. Similarly, bus segment has also shown a significant growth (on average around 90,000 incremental buses per year) making it a target segment for the introduction of LNG for intercity travels This poses a good opportunity for LNG to at least start converting a few % of new vehicles. (Around 40,000 trucks consume around 1.1 MMTPA of LNG assuming per truck per day running of 250 kms). Considering yearly average addition of new Medium & Heavy Commercial Vehicles (M& HCV) of around 2.5 Lakhs and with average life of 15 years, it is estimated that conversion of 10% of long-haul Heavy-duty trucks & similar automotive will translate into 3.75 Lakhs vehicles which will translate into prospect of 10.3 MMT per annum.

Taking a leaf from the above data, PLL has adopted a Three-Pronged Strategy prepared to set up 1000 LNG dispensing Stations on Delhi-Mumbai Corridor, Golden Quadrilateral, North-South & East-West Corridors and Development of LNG dispensing network on pan India basis for development of LNG as an automotive fuel.

Development of CGD network on Pan India basis:

Fact Sheet of CGD sector as on March 2021. Currently the CGD network caters to about

• 76 lacs domestic house hold connections

• 2,837 CNG stations

• 32,282 commercials

• 11,172 Industrial connections.

The CGD sector consumes about 32 MMSCMD gas (the said gas consumption is for the month of March 2021, the total Indian gas consumption for the month of march is 157.6 MMSCMD as per PPAC report March 2021). Petroleum and Natural Gas Regulatory Board (PNGRB) had awarded CGD licensing to 136 Geographical Areas covering 298 districts under 9th and 10th round of CGD bidding, with the completion of award of the same, the City Gas Distribution network shall cover about 53% of India’s geographical area and 70% of its population. It may be noted that with increased penetration level of CGD network the gas consumption shall increase many folds. Further, we now understand from media sources that the PNGRB may cover the entire country (covering over 300 districts in the eleventh round of CGD bidding) at one go in the upcoming round of city gas distribution (CGD) bidding (XIth) that may happen in coming times.


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PETRONETLNGLIMITED

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It is worth mentioning that, PNGRB has also supported the CGD players by granting extension in Exclusivity period and

DEVELOPMENT OF CGD NETWORK

State governments have also been facilitating CGD network development and have introduced sector-specific policies/guidelines (like single window clearances etc) enabling overall growth of CGD sector in India. Public Utility Status has been granted to CGD Projects. Overall, India’s CGD sector is well poised to grow leap and bounds backed by strong favorable regulatory environment and policy frameworks and guidelines. With inclusion of natural gas in GST, CGD sector shall see further heights.

Internal Control Systems and their Adequacy

The company has developed adequate internal control systems commensurate to its size and business. PLL has appointed PWC as Internal Auditors, who conduct regular audits for various activities. The reports of the Internal Auditors are submitted to the Management and the Board’s Audit Committee. There is a thorough review of the adequacy of internal control system.

Financial Performance

The turnover during the financial year ended 31st March, 2021 was Rs. 26,411 Crore including other income as against Rs. 35,825 Crore in FY 2019-20. The net profit during the financial year ended 31st March, 2021, was Rs. 2,949 Crore as against Rs. 2,698 Crore in 2019-20.

Human Resources

The company maintained harmonius and cordial industrial relations. No man days were lost due to strike and lock-out. As on 31st March, 2021, there were 529 employees excluding 3 Whole-time Directors.

Disclosure by Senior Management Personnel, i.e. One Level below the Board including all HODs

None of the senior management personnel has financial and/ or commercial transactions with the company. They do not have any personal interest that would have a potential conflict with the interest of PLL at large.

Details of significant changes in key financial ratios

Particulars 2020-21 2019-20 Changes ( %)

Debtor Turnover Ratio 14.97 23.75 -36.98

Interest Coverage Ratio 12.81 8.71 46.99

Operating Profit Margin (%) 16.54 9.91 66.85

Net Profit Margin (%) 11.33 7.61 48.95

RATIOS

shifting of year wise MWP targets of Cumulative Work Program on account of COVID-19 pandemic for the authorised GAs.

The change in the above ratios is mainly attributable to the decrease in LNG prices and change in demand. However this has not impacted on our net profit as our purchase costs are pass through to customers. The variation in (i) inventory turnover ratio (ii) current ratio and (iii) debt - equity ratio is not more than 25% as compared to the previous year. The Company’s return on net worth is 25.3% in FY 2020-21 (24.6% in FY 2019-20). Change in the above ratio is on account of volumes processed and other factors including margins earned on trading volumes, efficiency in operations etc.

Conclusion and Outlook

As far as India is concerned, the question is how to navigate these energy challenges and balance the requirements of

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ANNUALREPORT2020-21

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increasing energy consumption per capita, while keeping an eye on the carbon emissions, which will increase with energy production and consumption. LNG is a lower carbon alternative to other more polluting fuels and allows for diversification in energy supply sources, especially in terms of less dependence on oil. Right now, the LNG market is in a structural surplus and this will benefit LNG importers like India, which have price sensitive markets. In this surplus market, LNG is likely to remain affordable and India in long run is likely to benefit as a major LNG importing economy.

There can be hybrid pricing formulas in a contract, which is a mix of varying weightages for oil, gas and LNG spot pricing, or alternatively, there can be a portfolio of individual LNG sale contracts with single fuel linkages to oil or a gas hub, which are then comingled and sold to downstream buyers, with price being a volume weighted average of different pricing formulas. Looking at the evolving varying contractual terms, there is need to strike a balance between affordable price and favorable contractual terms to meet the growing demand of LNG in the country.

With LNG price likely to remain affordable, accessibility by the end consumer plays an important role. In this direction of making gas available to end consumer, Hon’ble Prime Minister of India has announced that India plans to invest Rs. 7.5 Trillion in creating oil and gas infrastructure over next five years. Further, considering India’s International commitments at UNFCCC of reducing carbon footprints and vision of Hon’ble Prime Minister of making India a gas based economy by increasing share of natural gas from current 6.3% to 15% in India’s Energy basket by year 2030, Natural gas consumption is likely to increase to over 600 MMSCMD by year 2030 and over 500 MMSCMD by year 2025-26 from present consumption of around 155 MMSCMD. It is expected that share of LNG in natural gas consumption would increase from present around 55% to 70% in India due to limited domestic production i.e. presently around 75 MMSCMD, which may increase to around 180 MMSCMD in

best case scenario, thereby implying that there will be LNG requirement of around 430 MMSCMD (about 120 MMTPA) for achieving 15% share of gas in India’s Energy basket. In order to cater to such near four-fold increase in gas demand and limited increase in domestic gas supplies, LNG imports are going to play major role to cater to incremental gas demand. Such increase in LNG demand, would require enhancement of India’s LNG re-gas infrastructure to around 150 MMTPA (considering 80 % utilization) against presently available capacity of 42.5 MMTPA which after including under construction capacity of 19 MMTPA, would take total regas capacity to 61.5 MMTPA.

Apart from traditional sectors of fertilizers, refineries, petrochemicals and power, city gas distribution and use of LNG as an automotive fuel in long haul Medium & Heavy Commercial Vehicle is likely to emerge major gas consuming sector. Specifically, considering the economic and environmental benefits of LNG over liquid fuels may provide major impetus for conversion of long haul Medium & Heavy Commercial Vehicle on LNG as a fuel.

To make gas affordable to end consumer in every corner of India, unified pipeline tariff, inclusion of Natural Gas under GST and market determined prices will further augment efforts of making India a gas based economy.

Cautionary Statement

Statements in the Management’s Discussion & Analysis describing the Company’s objectives, expectations or anticipations may be forward looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from the expectations. Critical factors that could influence the Company’s operations include global and domestic demand and supply conditions affecting selling prices of products, input availability and prices, changes in Government regulations/tax laws, economic developments within the country and factors such as litigation and industrial relations.


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Annexure VI to Directors' Report

REPORT ON CORPORATE GOVERNANCE FORMING PART OF DIRECTORS’ REPORT

Company’s Philosophy on Corporate Governance

The Philosophy of the Company for Corporate Governance is to ensure transparency, disclosures and reporting that conforms fully to laws, regulations and guidelines, and to promote ethical conduct throughout the organization with primary objective of enhancing shareholders’ value while being a responsible corporate citizen. The Company firmly believes that any meaningful policy on the Corporate Governance must provide empowerment to the executive management of the Company and simultaneously create a mechanism of checks and balances which ensures that the decision-making power vested in the executive management are used with care and responsibility to meet stakeholders’ aspirations. The Company is committed to attain the highest standards of Corporate Governance.

Board of Directors

The Board is entrusted with the responsibility of the management of general affairs, directing performance and long-term success of business as a whole. The Board reviews and approves management’s strategic plan and business objectives and monitors the Company’s strategic direction. The Board of Directors function in accordance with the powers delegated under the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 {hereinafter referred as SEBI LODR}, Memorandum & Articles of Association of the Company and other guidelines issued by the Government of India from time to time, as may be applicable on the Company.

Size and Composition of Board of Directors

The Board of your Company has a mix of executive and non-executive directors. The composition of the Board represents an optimal mix of professionalism, knowledge and experience and enables the Board to discharge its responsibilities and provide effective leadership to the business. SEBI LODR stipulates that where the chairperson of the board of directors is a non-executive director, at least one-third of the board of directors shall comprise of independent directors. Since the Chairman of the Board of Petronet is non-executive, therefore, one-third of the total strength of Directors must comprise Independent Directors.

As on 31st March 2021, the Board comprised 13 Directors which included a non-executive Chairman, three Executive Whole-time Directors including MD & CEO, five Nominee Directors and four Independent Directors. The Company complied with the mandatory requirements of SEBI LODR and the Companies Act, 2013 pertaining to composition of Board of Directors till 30th March 2021 as one woman Independent Director, Dr. Jyoti Kiran Shukla ceased to be the Independent Director on the Board of the Company w.e.f. 31st March 2021 consequent upon completion of her second tenure of three years on 30th March 2021.

The Articles of Association of the Company stipulates that the number of Directors shall not be less than four and not more than eighteen.

Details of the Board of Directors as on 31st March 2021 including details of directorships & Membership/ Chairmanship of Committees of Directors are as follows:

S.No

Name of Directors

No. of Companies in which Directorship/

1Chairmanship is heldDirectorship in Listed entity

No. of Committee2membership

Directorship Chairmanship Name of the listed entity Category of Directorship As Member

AsChairman

Chairman Non-Executive31 Tarun Kapoor Nil 2 Petronet LNG Non-Executive Nil Nil

Limited Chairman

Functional Directors- Executive42 Shri Akshay Kumar 1 2 Petronet LNG Executive Nil Nil

Singh, MD & CEO Limited

3 Shri V. K. Mishra, 4 Nil Petronet LNG Executive 1 Nil Director (Finance) Limited

5 & 6 & CFO

4 Shri Pramod Narang 2 Nil Petronet LNG Executive 1 Nil7 Director (Technical) Limited

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S.No

Name of Directors

No. of Companies in which Directorship/

1Chairmanship is heldDirectorship in Listed entity

No. of Committee2membership

Directorship Chairmanship Name of the listed entity Category of Directorship As Member

AsChairman

Promoter (equity investor) Nominee Directors – Non-Executive

5 Shri Shashi Shanker 1 7 Oil and Natural Gas Executive - Chairperson Nil Nil8 (from ONGC) Corporation Limited

Mangalore Refinery Non-Executive and Petrochemicals Nominee Director Limited

Petronet LNG Non-Executive Limited Nominee-Director

6 Shri Arun Kumar Singh 4 1 Executive - Nil NilBharat Petroleum Director9 (from BPCL) Corporation Limited Marketing

Petronet LNG Non-Executive Limited Nominee - Director

Indraprashtha Non-Executive - Gas Limited Non Independent Director-Chairperson related to Promoter

7 Shri Srikant Madhav 2 4 Indian Oil Executive - Nil Nil 10 Vaidya (from IOCL) Corporation Limited Chairperson

Chennai Petroleum Non-Executive Non Corporation Limited Independent Chairperson

Petronet LNG Limited Non-Executive- Nominee - Director

8 Shri Manoj Jain 1 4 GAIL (India) Executive - Director 1 Nil 11 (from GAIL) Limited Chairperson

Mahanagar Gas Non-Executive Limited Non -Independent Director-Chairperson related to Promoter

Petronet LNG Non-Executive - Limited Nominee Director

Other Nominee Director - Non-Executive

9 Shri Sanjeev Kumar 7 3 Gujarat State Executive - Nominee 3 Nil12 (from GMB/GoG) Petronet Limited Director

Gujarat Gas Limited Executive Director

Petronet LNG Non-Executive - Limited Nominee Director

Independent Directors

10 Shri Sidhartha 6 Nil Central Depository Non-Executive, 1 2 Pradhan Services (India) Independent Limited

Petronet LNG Non-Executive, Limited Independent

11 Shri Sunil Kumar 2 Nil Petronet LNG Non-Executive, 1 Nil Srivastava Limited Independent

12 Dr. Siddhartha 2 Nil Petronet LNG Non-Executive, 1 Nil Shekhar Singh Limited Independent

13 Shri Arun Kumar 2 Nil Balmer Lawrie and Non-Executive, 1 1 Company Limited Independent

Petronet LNG Non-Executive, Limited Independent

+-

+-

+-


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PETRONETLNGLIMITED

82

1. Directorship/Chairmanship in PLL is also included.

2. Membership of only Stakeholders’ Relationship Committee and Audit Committee has been considered (including PLL).

3. Shri Tarun Kapoor, Secretary, Ministry of Petroleum and Natural Gas (MoP&NG), Government of India was appointed as ndDirector and Chairman of the Company w.e.f. 11.05.2020 and his appointment was regularized at the 22 Annual General

thMeeting held on 10 September 2020.

4. Shri Akshay Kumar Singh was appointed as MD & CEO of the Company w.e.f 01.02.2021.

5. Shri Vinod Kumar Mishra, Director (Finance) was entrusted the additional charge of MD & CEO w.e.f. 14.09.2020 consequent upon completion of tenure of Shri Prabhat Singh as MD & CEO on 13.09.2020. Accordingly, he ceased to be the CFO of the Company w.e.f. 14.09.2020. Shri Rakesh Chawla, GGM & President (Finance & Accounts) was designated as CFO of the Company w.e.f. 04.11.2020 to 31.01.2021.

6. Consequent upon joining of Shri Akshay Kumar Singh as MD & CEO of the Company w.e.f. 01.02.2021, the additional charge of MD & CEO entrusted to Shri Vinod Kumar Mishra ceased w.e.f. 01.02.2021. Shri Vinod Kumar Mishra was again designated as CFO (KMP) w.e.f. 01.02.2021.

7. Shri Pramod Narang was appointed as Director (Technical) w.e.f. 26.11.2020.

8. Shri Shashi Shanker, Nominee Director, ONGC has ceased to be the Director on the Board of the Company w.e.f. 01.04.2021.

9. Shri Arun Kumar Singh was appointed as Nominee Director from BPCL w.e.f. 10.08.2020 and his appointment was nd thregularized at the 22 Annual General Meeting held on 10 September 2020.

10. Shri Srikant Madhav Vaidya was appointed as Nominee Director from IOCL w.e.f 01.07.2020 and his appointment was nd thregularized at the 22 Annual General Meeting held on 10 September 2020.

11. Shri Manoj Jain was appointed as Nominee Director from GAIL w.e.f. 06.05.2020 and his appointment was regularized at nd ththe 22 Annual General Meeting held on 10 September 2020.

12. Shri Sanjeev Kumar was appointed as Nominee Director from GMB/GOG w.e.f. 04.09.2019 and his appointment was nd thregularized at the 22 Annual General Meeting held on 10 September 2020.

Other Notes:

• Dr. M. M. Kutty ceased to be Director and Chairman of the Company w.e.f. 01.05.2020 due to his retirement as Secretary, Ministry of Petroleum and Natural Gas (MoP&NG), Government of India on attaining the age of superannuation.

• Dr. Ashutosh Karnatak has ceased to be Nominee Director (from GAIL) w.e.f. 06.05.2020, due to withdrawal of his nomination by GAIL.

st • Shri Sanjiv Singh, Nominee Director (IOCL) has ceased to be Director of the Company w.e.f. 1 July 2020 consequent upon his superannuation from the services of IOCL on 30th June 2020.

• Shri D. Rajkumar, Nominee Director- BPCL, has been ceased to be Director of the Company w.e.f. 20th July 2020 consequent upon change in nomination by Bharat Petroleum Corporation Ltd.

• Shri Prabhat Singh ceased to be the MD & CEO of the Company w.e.f 14th September 2020 consequent upon completion of his tenure of 5 years.

• Dr. Jyoti Kiran Shukla ceased to be the Independent Director on the Board of the Company w.e.f. 31st March 2021 consequent upon completion of her second tenure of three years on 30th March 2021.

• Shri Subhash Kumar was appointed as Nominee Director from ONGC w.e.f. 09.04.2021

ONGC - Oil and Natural Gas Corporation Ltd.

GAIL - GAIL (India) Ltd.

IOCL - Indian Oil Corporation Ltd.

BPCL - Bharat Petroleum Corporation Ltd.

GMB - Gujarat Maritime Board

GoG - Government of Gujarat

• Based on disclosures received from the concerned Director(s), there is no inter-se relationship amongst Directors of the Company.

• Brief resume of Directors seeking appointment/ re-appointment at the forthcoming AGM is given in the Notice of AGM.

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Board Meetings

The Board meets at regular intervals to discuss and decide Company’s business policy and strategy apart from other businesses. The Board oversees implementation of business polices for attaining its objectives. The Board has constituted various committees to facilitate the smooth and efficient flow in decision-making process.

The meetings of the Board of Directors are convened by giving appropriate advance notices. To address any urgent needs, sometimes Board meetings are also called at a shorter notice subject to observance of statutory provisions. In case of urgency, resolutions are also approved through circulation, as per the statute. Detailed agenda notes, management reports and other explanatory statements are normally circulated as per statutory requirements in a defined format amongst the Board Members for facilitating meaningful, informed and focused discussions in the meeting. In exceptional cases, where it is not possible to circulate documents in advance, the same are tabled during the meeting with the approval of the Chairman and with the consent of a majority of the Directors present in the Meeting, including at least one Independent Director present at the meeting.

The meetings of the Board of Directors are generally held at the Company’s registered office at New Delhi. Video- conferencing facility is also provided to facilitate Directors at other locations to participate in Board / Committee meetings.

During the Financial year 2020-21, fifteen (15) meetings of the Board of Directors were held and the gap between any two meetings was not more than 120 days. Attendance of each Director at the Board Meetings and at the last Annual General Meeting held during the financial year 2020-21 is given below:

Name of the Director

Total Meetings held during tenure of the Director in financial year 2020-21

No. of Meetings Attended

Whether Attended last AGM held on10-09-2020

24

-04

-20

20

28

-05

-20

20

11

-06

-20

20

17

-06

-20

20

29

-06

-20

20

22

-07

-20

20

17

-08

-20

20

25

-08

-20

20

02

-09

-20

20

04

-11

-20

20

11

-11

-20

20

08

-01

-20

21

04

-02

-20

21

11

-02

-20

21

30

-03

-20

21

Board Meeting Dates

Dr. M.M. Kutty (upto 30.04.2020) Y N.A N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. 1 1 N.A.

Shri Tarun Kapoor (w.e.f. 11.05.2020) N.A. Y Y Y Y Y Y Y Y Y Y Y Y Y Y 14 14 Yes

Shri Prabhat Singh (upto 13.09.2020) Y Y Y Y Y Y Y Y Y N.A. N.A. N.A. N.A. N.A. N.A. 9 9 Yes

Shri Akshay Kumar Singh(w.e.f.01.02.2021) N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. Y Y Y 3 3 N.A.

Shri Pramod Narang (w.e.f. 26.11.2020) N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. Y Y Y Y 4 4 N.A.

Shri V.K. Mishra Y Y Y Y Y Y Y Y Y Y* Y* Y* Y Y Y 15 15 Yes

Shri Sanjiv Singh(upto 30.06.2020) Y Y Y Y Y N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. 5 5 N.A.

Shri Shrikant Madhav Vaidya (w.e.f. 01.07.2020) N.A. N.A. N.A. N.A. N.A. Y Y Y Y Y N N Y Y Y 10 8 Yes

Dr. Ashutosh Karnatak (upto 05.05.2020) N N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. 1 0 N.A.

Shri Manoj Jain (w.e.f. 06.05.2020) N.A. Y Y N Y Y Y Y Y Y Y Y Y Y Y 14 13 Yes

Shri Shashi Shanker (upto 31.03.2021) Y Y Y Y N Y Y Y N Y Y Y Y Y N 15 12 Yes

Shri D. Rajkumar (upto 19.07.2020) Y Y Y Y Y N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. 5 5 N.A.

... ... ...


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Whether Attended last AGM held on10-09-2020

24

-04

-20

20

28

-05

-20

20

11

-06

-20

20

17

-06

-20

20

29

-06

-20

20

22

-07

-20

20

17

-08

-20

20

25

-08

-20

20

02

-09

-20

20

04

-11

-20

20

11

-11

-20

20

08

-01

-20

21

04

-02

-20

21

11

-02

-20

21

30

-03

-20

21

Board Meeting Dates

Shri Arun Kumar Singh (w.e.f. 10.08.2020) N.A. N.A. N.A. N.A. N.A. N.A. Y Y Y Y Y Y Y Y Y 9 9 Yes

Shri Sanjeev Kumar Y Y Y Y Y Y Y Y Y Y N Y N N Y 15 12 Yes

Dr. Jyoti Kiran Shukla(upto 30.03.2021) Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y 15 15 Yes

Shri Sidhartha Pradhan Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y 15 15 Yes

Dr. Siddhartha Shekhar Singh Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y 15 15 Yes

Shri Sunil Kumar Srivastava Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y 15 15 Yes

Shri Arun Kumar Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y 15 15 Yes

No. of Directors 12 13 13 12 12 12 13 13 12 12 10 12 13 13 13 present

Board Strength 13 13 13 13 13 12 13 13 13 12 12 13 14 14 14

*Shri V.K. Mishra acted as Director (Finance) & Officiating MD & CEO for the Board Meetings held on 04.02.2021, 11.02.2021 & 08.01.2021.

Confirmation by the Board with respect to Independence of Independent Directors

Based on the disclosures received from all the Independent Directors, the Board opined that all the Independent Directors fulfilled the criteria of independence as specified in Companies Act, 2013 as well as in SEBI LODR and are independent of the management.

Separate meeting of Independent Directors

As per statutory requirements, the Company arranges for separate meetings of Independent Directors every year. During the financial year 2020-21, separate meeting of Independent Directors was held on 23rd March 2021 to discuss the matters as per the statutory requirements such as assessing the quality, quantity and timely flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Familiarisation Programmes for Independent Directors

All new Independent Directors are taken through a detailed induction and familiarisation program when they join the Board of your Company. Through familiarization programmes, Independent Directors are provided insights of the Company including nature of industry in which the Company operates, business model of the Company, constitution of the Board, Board procedures, matters reserved for the Board and major risks facing the business and mitigation programs. The Independent Directors are also made aware of their roles and responsibilities at the time of their appointment.

The details of familiarization programmes attended by Independent Directors is available on the website at: https://www.petronetlng.in/Familiarisation_Programme.php.

List along with the Matrix of core skills/expertise/competencies of the Board of Directors

In terms of requirement of Schedule V of the SEBI LODR, the Board has identified the following core skills / expertise / competencies of the Directors in the context of the Company’s business for effective functioning as given below:

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85

Name of the Director & Designation

Shri Tarun KapoorChairman (w.e.f. 11.05.2020) Y Y Y Y Y Y

Shri Akshay Kumar Singh, MD & CEO (w.e.f. 01.02.2021) Y Y Y Y Y Y

Shri V.K. Mishra Director (Finance) & CFO Y Y Y Y Y Y

Shri Pramod NarangDirector (Technical) (w.e.f. 26.11.2020) Y Y Y Y Y Y

Shri Shashi Shanker Nominee Director – ONGC Y Y Y Y Y Y

Shri Srikant Madhav Vaidya Nominee Director – IOCL(w.e.f. 01.07.2020) Y Y Y Y Y Y

Shri Arun Kumar Singh Nominee Director–BPCL(w.e.f. 10.08.2020) Y Y Y Y Y Y

Shri Manoj Jain Nominee Director - GAIL (w.e.f. 06.05.2020) Y Y Y Y Y Y

Shri Sanjeev Kumar Nominee Director –GMB/GoG Y Y Y Y Y Y

Shri Sidhartha Pradhan Independent Director Y Y Y Y Y Y

Shri Sunil Kumar Srivastava Independent Director Y Y Y Y Y Y

Dr. Sidhhartha Shekhar SinghIndependent Director Y N Y N Y Y

Shri Arun Kumar Independent Director - - Y - - Y

Core skills / expertise / competencies of the Directors

Leadership Technology & Operational

experience

Strategic Planning

Financial, Regulatory,

Legal and Risk Management

Industry experience, Research &

Development

Global Business

Performance Evaluation of the Board

In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the effectiveness of the Board and the Committees.

The Board has adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including Chairman of the Board. An exercise is carried out through a structured evaluation process considering various aspects of the Board’s functioning such as composition of Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Succession for appointments to the Board and Senior Management

The Company has well defined plans for orderly succession for appointment to the MD & CEO and Whole-time Directors on the Board as well as Senior Management.

... ...

... ...

... ...

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Compensation Policy

A Compensation Benchmarking Survey is periodically done to assess the competitiveness of total remuneration which is being paid to Directors, Key Managerial Personnel and Senior Management.

The outcome of the same is presented before Nomination and Remuneration Committee to assess the reasonableness to attract, retain and motivate Directors and other senior managerial personnel.

Compliance Report

During the Financial year 2020-21, the Company has complied with all the applicable laws except that the Company has not complied with the requirements pertaining to the composition of the Board in respect of having a woman Independent Director

st on the Board of the Company w.e.f. 31 March 2021.

The Board has reviewed compliance report of all the laws applicable to the Company and the steps taken by the Company to rectify instances of non-compliances.

Name and Designation of Compliance Officer

Shri Rajan Kapur, CGM & Vice President-Company Secretary is the Compliance Officer of the Company and Secretary of the Committees of the Board of Directors.

Committees of the Board of Directors

With a view to ensure effective decision-making, the Board of Directors has constituted various Committees to have focused attention on crucial issues.

The Board has established the following statutory Committees:-

Audit Committee

The composition, quorum, scope, etc. of the Audit Committee is in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI LODR.

CompositionstAs on 31 March 2021, the Audit Committee comprised of the following members:-

S.No. Name of the Member Designation

1 Shri Sidhartha Pradhan, Independent Director (Member upto 30.03.2021 and Chairman w.e.f. 31.03.2021) Chairman

2 Shri Sunil Kumar Srivastava, Independent Director Member

3 Shri Arun Kumar, Independent Director Member

4 Shri Pramod Narang, Director (Technical) (w.e.f. 08.02.2021) Member

Note - Dr. Jyoti Kiran Shukla, Independent Director ceased to be the Chairperson of the Audit Committee w.e.f. 31.03.2021 consequent upon cessation from the Board of PLL.

The Company Secretary acts as the Secretary to the Committee.

Scope of Audit Committee

The scope of Audit Committee is as follows:-

1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3. Examination of the financial statement and the auditors’ report thereon;

4. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

5. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:

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a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Modified opinion(s) in the draft audit report

6. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

7. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

8. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

9. Approval or any subsequent modification of transactions of the company with related parties;

10. Scrutiny of inter-corporate loans and investments;

11. Valuation of undertakings or assets of the company, wherever it is necessary;

12. Monitoring the end use of funds raised through public offers and related matters.

13. Evaluation of internal financial controls and risk management systems;

14. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

15. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

16. Discussion with internal auditors of any significant findings and follow up there on;

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

19. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

20. To review the functioning of the Whistle Blower mechanism/vigil mechanism as and when deemed necessary by the Audit Committee;

21. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

22. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

23. The auditors of a company and the key managerial personnel shall have a right to be heard in the meetings of the Audit Committee when it considers the auditor’s report but shall not have the right to vote.

24. The Board’s Report under sub-section (3) of Section 134 of Companies Act, 2013 shall disclose the composition of an Audit Committee and where the Board had not accepted any recommendation of Audit Committee, the same shall be disclosed in such report along with reasons therefore.

25. To make omnibus approval for related party transactions proposed to be entered into by the company.

26. To review the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments.


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27. The Audit Committee hall have authority to investigate into any matter within its terms of reference or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

28. Other matters:

a. To review Investment of Surplus Funds

b. To review Legal Compliances

c. To review Spot Purchases.

Review of information by Audit Committee

The Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

6. Statement of deviations:

a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

7. Any other matter as decided by the Board of Directors of the Company or as specified under the provisions of Companies Act, 2013 and SEBI(LODR) Regulations, 2015 as amended from time to time.

Meeting and Attendance

During the financial year 2020-21, fifteen (15) meetings of the Audit Committee were held. The details including attendance of members of the Committee are as follows:




Meeting date and attendance

Dr. Jyoti Kiran Shukla(ceased w.e.f. 31.03.2021) Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y 15 15

Shri Sidhartha Pradhan(Member upto 30.03.2021 and Chairman w.e.f. 31.03.2021) Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y 15 15

Shri Sunil Kumar Srivastava Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y 15 15

Shri Arun Kumar Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y 15 15

Shri Pramod Narang(w.e.f. 08.02.2021) N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. Y Y 2 2

No. of Members present 4 4 4 4 4 4 4 4 4 4 4 4 4 5 5

Total Strength 4 4 4 4 4 4 4 4 4 4 4 4 4 5 5

20

-04

-20

20

02

-06

-20

20

29

-06

-20

20

27

-07

-20

20

17

-08

-20

20

08

-09

-20

20

16

-09

-20

20

11

-11

-20

20

30

-11

-20

20

14

-12

-20

20

21

-12

-20

20

26

-12

-20

20

07

-01

-20

21

10

-02

-20

21

11

-02

-20

21

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ANNUALREPORT2020-21

89

The gap between any two meetings was not more than 120 days.

Dr. Jyoti Kiran Shukla, Chairperson of the Audit Committee was present at the last Annual General Meeting of the Company held on th10 September 2020 to answer the queries of the shareholders.

Nomination and Remuneration Committee (NRC)

Nomination and Remuneration Committee has been constituted in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR.

CompositionstAs on 31 March 2021, the NRC comprised of the following members:-


1 Shri. Sidhartha Pradhan, Independent Director (Member upto 30.03.2021 and Chairman w.e.f. 31.03.2021) Chairman

2 Shri Sunil Kumar Srivastava, Independent Director Member

3 Shri Manoj Jain, Nominee Director (GAIL) (w.e.f. 01.07.2020) Member

Note- Dr. Jyoti Kiran Shukla, Independent Director ceased to be the Chairperson of the Nomination and Remuneration Committee w.e.f. 31.03.2021 consequent upon cessation from the Board of PLL. Shri Sanjiv Singh, Nominee Director (IOCL) ceased to be the Member of the Nomination and Remuneration Committee w.e.f. 01.07.2020 consequent upon cessation from the Board of PLL.

The Company Secretary acts as the Secretary to the Committee.

Scope of NRC

The scope of NRC is as follows:-

1. The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall specify the manner and criteria for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an Independent external agency and review its implementation and compliance.

2. The Nomination and Remuneration Committee shall recommend whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

3. The Nomination and Remuneration Committee shall recommend to the Board, all remuneration, in whatever form, payable to senior management.

4. The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

5. Nomination and Remuneration Committee shall, while formulating the policy as mentioned above shall ensure that -

(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

6. The Remuneration policy framed by Nomination and Remuneration Committee shall be placed on the website of the company and the statutory provisions for its disclosures as mentioned under Companies Act, 2013 / SEBI (LODR) Regulations, 2015 shall be complied with.

.,.


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7. Devising a policy on diversity of Board of Directors.

8. The Committee has the authority to consult any independent professional adviser it considers appropriate to provide independent advice on the appropriateness of remuneration packages, given trends in comparative companies both locally and internationally.

9. Any other matter as decided by the Board of Directors of the Company or as specified under the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as amended from time to time.


During the financial year 2020-21, 20 (twenty) meetings of the NRC were held. The details including attendance of members of the Committee are as follows:




Meeting date and attendance

Dr. Jyoti Kiran Shukla

(ceased w.e.f 31.03.2021) Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y 20 20

Shri Sidhartha Pradhan

(Member upto 30.03.2021

and Chairperson

w.e.f. 31.03.2021) Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y 20 20

Shri Sunil Kumar Srivastava Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y 20 20

Shri Sanjiv Singh

(ceased w.e.f 01.07.2020) Y Y N N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. 3 2

Shri Manoj Jain

(w.e.f. 01.07.2020) N.A. N.A. N.A. Y Y Y Y Y Y Y Y Y Y Y Y Y Y N N Y 17 15

No. of Members present 4 4 3 4 4 4 4 4 4 4 4 4 4 4 4 4 4 3 3 4

Total Strength 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4 4

16

-06

-20

20

26

-06

20

20

29

-06

-20

20

02

-07

-20

20

04

-07

-20

20

07

-07

-20

20

25

-08

-20

20

09

-09

-20

20

16

-09

-20

20

22

-09

-20

20

23

-09

-20

20

26

-09

-20

20

05

-10

-20

20

23

-10

-20

20

04

-11

-20

20

17

-11

-20

20

17

-12

-20

20

25

-03

-20

21

26

-03

-20

21

30

-03

-20

21

Dr. Jyoti Kiran Shukla, Chairperson of the NRC was present at the last Annual General Meeting of the Company held on 10th September 2020.

Policy on Whole-time Directors’ Appointment and Remuneration

Pursuant to Article no. 109 and 111 of the Articles of Association of the Company, the Board may appoint Managing Director & CEO and other whole-time Directors subject to provisions of Section 203 and other applicable provisions of the Act.

The Search Committee, as constituted by the Board from time to time, finalizes the qualification, age, experience and other relevant criteria for the position under consideration and the notification for the vacant position is circulated in advance. Based on the suitability of the candidates, the Search Committee of the Board shortlists candidates for personal interaction and recommends potential candidates in order of merit to the Nomination and Remuneration Committee which in turn makes its recommendations to the Board. The final recommendation, with suitable compensation and other terms for appointment, is then approved by the Board, subject to confirmation by the shareholders in the general meeting.

The initial tenure of MD & CEO and Whole - time Director(s) is for a period of five years w.e.f. their respective date of appointment. However, the tenure of Whole - time Directors may further be extended by re-appointing them, subject to approval of Board as well as Members of the Company.

The appointment of MD & CEO and Whole-time Directors is subject to termination by a three months’ notice in writing by either party.

The tenure of Nominee Directors is not certain as they are being nominated by their respective organizations. However, in case of Independent Directors, the initial tenure of appointment is three years.

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Dr. Jyoti Kiran Shukla 3,00,000 11,00,000 8,50,000 22,50,000

Shri Sidhartha Pradhan 3,00,000 14,40,000 8,50,000 25,90,000

Shri Sunil Kumar Srivastava 3,00,000 11,80,000 8,50,000 23,30,000

Dr. Siddhartha Shekhar Singh 3,00,000 5,80,000 8,50,000 17,30,000

Shri Arun Kumar 3,00,000 6,60,000 8,31,421 17,91,421

Total 15,00,000 49,60,000 42,31,421 1,06,91,421

Remuneration paid to MD & CEO, Whole-Time Directors and Non-Executive Directors for the Financial year 2020-21

Remuneration to MD & CEO and other Whole-Time Directors is being paid as per terms of their appointment. The Company pays remuneration by way of salary, perquisites, allowances and commission to whole-time Directors. Commission is calculated on the basis of profits of the Company in a particular year and is determined by the Board subject to approval of shareholders and overall ceiling as prescribed in the Companies Act, 2013.

The details of remuneration paid to the Whole-time Directors during the year are stated herein below:

Name Designation

Salaries & Allowances

(in Rs.)

Contribution to PF & Gratuity

Fund (in Rs.)

Other Benefits &

Perks(in Rs.)

Commission on Profit (in Rs.)

Total(in Rs.)

S. No

1 Shri Akshay Managing Director & 38,40,644 1,00,764 - - 39,41,408 Kumar Singh CEO (w.e.f. 01.02.2021)

2 Shri Pramod Director (Technical) 32,88,314 1,27,190 - - 34,15,504 Narang (w.e.f. 26.11.2020)

3 Shri Vinod Director (Finance) 88,61,290 4,16,923 92,600 22,50,000 1,16,20,813 Kumar Mishra & CFO

4 Shri Prabhat Singh Managing Director & 1,11,94,615 15,39,312 2,10,748 - 1,29,44,676th CEO (upto 13

September, 2020)

5 Shri Rajender Director (Technical) 5,04,731 - - 6,76,230 11,80,961 Singh# (upto 19th July, 2019)

# Arrears of Salary paid for Financial Year 2019-20

The remuneration to Independent Directors is being paid in the form of sitting fee and Commission of Profits of the Company as decided by the Board. Independent Directors are currently being paid sitting fees of Rs. 20,000/- for attending every meeting of the Board or Committee thereof.

Details of payments towards sitting fee and the commission on profits to Independent Directors during the financial year 2020-21 are given below:

Name of Independent Directors

Sitting Fees and Commission (Gross amount in Rs.)

Board Meeting (In Rs)

Committee Meeting (In Rs)

Commission on Profits* (In Rs)

Total

*pertain to financial year 2019-20

Pursuant to Regulation 17(6) (ca) of SEBI LODR, none of the Non-Executive Director of the Company is in receipt of annual remuneration exceeding fifty per cent of the total annual remuneration payable to all Non-Executive directors.

No remuneration in any form is paid to Non-Executive – Non-Independent Directors.

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During the year, there were no pecuniary relationships or transactions between the Company and any of its Non-Executive Directors apart from sitting fees and commission, which is only payable to Non-Executive Independent Directors. The Company has not granted any stock options to any of its Non-Executive Independent Directors.

Stakeholders’ Relationship Committee

Stakeholders’ Relationship Committee has been constituted in compliance with Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI LODR.

Composition

As on 31st March 2021, the Stakeholders’ Relationship Committee comprised of the following Members:-


1 Shri Arun Kumar, Independent Director Chairman

2 Dr. Siddhartha Shekhar Singh, Independent Director Member

3 Shri V. K. Mishra, Director (Finance) & CFO Member

Scope of Stakeholders’ Relationship Committee

The scope of Stakeholders Relationship Committee is as follows:-

1. To resolve the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. To review the measures taken for effective exercise of voting rights by shareholders.

3. To review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. To review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

5. Any other matter as decided by the Board of Directors of the Company or as specified under the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as amended from time to time.


During the financial year 2020-21, three (3) meeting of the Stakeholders’ Relationship Committee were held. The details including attendance of members of the Committee are as follows:

Name of Directors

Shri Arun Kumar Y Y Y 3 3

Dr. Siddhartha Shekhar Singh Y Y Y 3 3

Shri V. K Mishra Y Y Y 3 3

No. of members present 3 3 3

Total Strength 3 3 3

Meeting Date and attendance

14-05-2020 04-11-2020 17-02-2021

Total Meetings held during tenure of

Directors in financial year 2020-21

No. of Meetings attended

The Chairman of the Stakeholders’ Relationship Committee was present at the last Annual General Meeting (22nd AGM) of the Company held on 10th September 2020.

The Company has always valued its investor’s relationship. During the financial year ending 31st March 2021, Company

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Investor Grievances

has attended its investor grievances expeditiously. In terms of Regulation 13 (3) of SEBI LODR, the details of quarter wise Investors’ Complaints for the year ended 31st March 2021 are as follows:

Quarter ended 30.06.2020 Nil 121 121 Nil

Quarter ended 30.09.2020 Nil 1,928 1,928 Nil

Quarter ended 31.12.2020 Nil 1,472 1,468 4

Quarter ended 31.03.2021 4 153 157 Nil

Total Complaints received/ 4 3,674 3,674 Nilresolved during the Financial year 2020-21

Particulars

No. of Investor complaints pending

at the beginning of the quarter

No. of Investor complaints

received during the quarter


disposed of during the quarter


unresolved at the end of the quarter

Risk Management Committee

Risk Management Committee has been constituted in terms of provisions of Regulation 21 of SEBI LODR. The Company has a full-time Chief Risk Officer.

CompositionstAs on 31 March 2021, the Risk Management Committee comprised of the following Members:-


1 Shri Arun Kumar Singh, Nominee Director (BPCL) (w.e.f. 08.02.2021) Chairman

2 Shri Sidhartha Pradhan, Independent Director Member

3 Shri Akshay Kumar Singh, MD & CEO (w.e.f. 08.02.2021) Member

4 Shri V. K. Mishra, Director (Finance) & CFO Member

5 Shri Pramod Narang, Director (Technical) (w.e.f. 08.02.2021) Member

Note- Shri Shashi Shanker, Nominee Director (ONGC) ceased to be the Member of Risk Management Committee w.e.f. 08.02.2021 due to reconstitution of the Committee. Shri Prabhat Singh, then MD & CEO ceased to be the Member of Risk Management Committee consequent upon cessation from the Board of PLL.

The Company Secretary is the Secretary of the Committee.

Scope of Risk Management Committee

The scope of Risk Management Committee is as follows:-

1. Highlight significant changes in the risk profile.

2. Changes/events outside the risk appetite of the company.

3. Providing leadership and direction to the Company on the risk management framework.

4. To develop, implement and monitor risk management policy/plan of the Company including Cyber Security.

5. Ensure compliance with risk management policy.

6. Guiding integration Enterprise-wide Risk Management (ERM) with other business planning and activities.

7. Submit report as desired by the Audit Committee/ Board on changes in risk profile, controls established, etc.


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PETRONETLNGLIMITED

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8. Communicate summary of changes in the risk register to the Audit Committee/ Board

9. Reviewing the management of the risk, their root causes and the control to mitigate the risk.

10. Reviewing modification, additions and deletion to the risk register.

11. Monitor emerging issues and share best practices.

12. Any other matter as decided by the Board of Directors of the Company or as specified under the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as amended from time to time


During the financial year 2020-21, one meeting of the Risk Management Committee was held. The details including attendance of members of the Committee are as follows:

Shri Arun Kumar Singh(w.e.f. 08.02.2021) NA - -

Shri Shashi Shanker (ceased w.e.f. 08.02.2021) Y 1 1

Shri Sidhartha Pradhan Y 1 1

Shri Akshay Kumar Singh(w.e.f. 08.02.2021)* NA - -

Shri Prabhat Singh (ceased w.e.f. 14.09.2020) NA - -

Shri V. K. Mishra Y 1 1

Shri Pramod Narang (w.e.f. 08.02.2021) NA - -

No. of Members present 3

Total Strength 3

Name of Directors

Meeting Date 05-02-2021 and Attendance




* Shri Akshay Kumar Singh, MD & CEO attended the Meeting as a special invitee.

Corporate Social Responsibility Committee

Corporate Social Responsibility Committee has been constituted as per the requirements of Section 135 of the Companies Act, 2013.

Composition

As on 31st March 2021, the Corporate Social Responsibility Committee comprised of the following members:-


1 Dr. Siddhartha Shekhar Singh, Independent Director Chairman

2 Shri Sidhartha Pradhan, Independent Director (w.e.f. 31.03.2021) Member

3 Shri Akshay Kumar Singh, MD & CEO (w.e.f. 08.02.2021) Member

4 Shri V. K. Mishra, Director (Finance) Member

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Note - Dr. Jyoti Kiran Shukla, Independent Director ceased to be the Member of Corporate Social Responsibility Committee w.e.f. 31.03.2021 consequent upon cessation from the Board of PLL. Shri Prabhat Singh, then MD & CEO ceased to be the Member of Corporate Social Responsibility Committee w.e.f. 14.09.2020 consequent upon cessation from the Board of PLL. Dr. Ashutosh Karnatak, Nominee Director (GAIL) ceased to be the Member of the Corporate Social Responsibility Committee w.e.f. 06.05.2020 consequent upon cessation from the Board of PLL. Shri Manoj Jain, Nominee Director (GAIL) was inducted as Member of the Corporate Social Responsibility Committee on 26.05.2020 and ceased to be the Member w.e.f. 08.02.2021 due to reconstitution of the Committee.


Scope of Corporate Social Responsibility Committee

The scope of Corporate Social Responsibility Committee is as follows:-

1. Formulate and recommend to Board, a Corporate Social Responsibility Policy (CSR Policy) which shall indicate the activities to be undertaken by the company in areas or subject, specified in Companies Act, 2013 read with rules and Schedule VII as amended from time to time.

2. Approval of the amount of expenditure to be incurred on the activities referred in clause no.1 upto and equal to the value of single project Rs. 2 crore.

3. Recommend the amount of expenditure to be incurred on the activities referred in clause no. 1 exceeding the value of single project Rs. 2 crore.

4. Monitor the Corporate Social Responsibility Policy (CSR Policy) of the Company from time to time.

5. Review of estimates and approvals of PLF.

6. To ensure that the company spends, in every financial year, at least two per cent of the average net profits of the company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy;

Provided that the Company shall give preference to the local area and areas around it where it operates, for spending the amount earmarked for Corporate Social Responsibility activities.

7. The unspent amount on the CSR activities out of the budgeted amount required to be spent as per the statutory requirements shall be dealt as per the provisions of Companies Act, 2013 read with rules as amended from time to time.

8. Any other matter as decided by the Board of Directors of the Company subject to the provisions as specified under the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as amended from time to time. The Corporate Social Responsibility Policy of the Company is available at the following weblink: https://www.petronetlng.in/PDF/CSR_Policy_27042015.pdf.


During the financial year 2020-21, two (2) meeting of the Corporate Social Responsibility Committee was held. The details including attendance of members of the Committee are as follows:

Name of Directors

Dr. Siddhartha Shekhar Singh Y Y 2 2

Dr. Jyoti Kiran Shukla (ceased w.e.f. 31.03.2021) Y Y 2 2

Shri Sidhartha Pradhan (w.e.f. 31.03.2021) N.A. N.A. - -

Shri Prabhat Singh(ceased w.e.f. 14.09.2020) Y N.A. 2 1


15-06-2020 16-12-2020




...


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Name of Directors

Shri Akshay Kumar Singh(w.e.f. 08.02.2021) N.A. N.A. - -

Shri V. K. Mishra Y Y 2 2

Shri Manoj Jain, Nominee Director (GAIL) (inducted on 26.05.2020 and ceased w.e.f. 08.02.2021) N Y 2 1

No. of Members present 4 4

Total Strength 5 4


15-06-2020 16-12-2020




General Body Meetings

Annual General Meeting

The details of last three Annual General Meetings are as mentioned below:

Year 2017-18 2018-19 2019-20

Date & Time th14 September 2018 at 10.00 A.M.

th27 August 2019 at 10:30 A.M.

th10 September 2020 at 2:30 P.M.

Siri Fort Auditorium, August Kranti Marg, Siri Institutional Area, New Delhi–110049

Siri Fort Auditorium, August Kranti Marg, Siri Institutional Area, New Delhi–110049

Video Conference (VC)/Other Audio Visual Means (OAVM)

1) To re-appoint Dr. Jyoti Kiran Shukla (DIN 03492315) as Independent Director of the Company for a period of three

styears w.e.f. 31 March 2018.

2) To a p p r o v e r e c o v e r a b l e advance given to Shri V. K. Mishra, Director (Finance) of the Company.

1) To approve amendment in M e m o r a n d u m o f Association (MoA) of the Company.

2) To approve amendment in Articles of Association (AoA) of the Company.

NIL

Venue

Details of Special Resolutions

Special Resolutions passed through Postal Ballot

NIL

NILNILNIL

Extra Ordinary General Meeting(s) (EGMs)thDuring the year, an Extra-ordinary General Meeting of the Members of the Company was held on 15 March 2021 at 2:00 p.m.

through video conferencing/ OAVM and special resolution in relation to reappointment of Shri Sidhartha Pradhan (DIN: 06938830), as Independent Director of the Company for a second term of three years w.e.f. 15.05.2021 was passed.

Code of Conduct for Board Members & Senior Management Personnel

The Company has in place Code of Conduct for Directors and Senior Management Personnel which has been approved by the Board with a view to enhance ethical and transparent process in managing the affairs of the Company. This code is

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ANNUALREPORT2020-21

97

applicable to all the Board Members and the Senior Management Personnel(s) of the Company. A copy of the Code of Conduct is available at the website of the Company at the weblink: https://www.petronetlng.in/code-conduct.php.

In terms of provisions of Regulation 34 (3) read with Schedule V of the SEBI LODR, a declaration from the Managing Director & CEO regarding compliance with the said Code by all Board Members and Senior Management Personnel is as below:

“I, Akshay Kumar Singh, MD & CEO, declare that the members of the Board of Directors and Senior Management Personnel have affirmed compliance with ‘The Code of Conduct for Board Members and Senior Management Personnel’

st of the Company for the year ended 31 March 2021.”(Akshay Kumar Singh)

CEO/CFO Certification

As required under Regulation 17 (8) of SEBI LODR, the certificate duly signed by CEO and CFO was placed before the Board thof Directors at the meeting held on 8 June 2021 and the said certificate is annexed and forms part of this report.

Disclosure by Senior Management Personnel i.e. one level below the CEO/MD/Whole-Time Directors including Company Secretary and CFO

None of the senior management personnel has financial and/ or commercial transactions with the company. They do not have any personal interest that would have a potential conflict with the interest of PLL at large.

Code for Prevention of Insider Trading in the Securities of Petronet LNG Limited

Pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, Code for Prevention of Insider Trading in st the Securities of Petronet LNG Limited (PLL)’ was adopted w.e.f. 1 April 2019. The details of the same have been posted on

the website of the Company. Copy of the Insider Trading Code is avai lable on fol lowing weblink: https://www.petronetlng.in/PDF/Insider-trading-Code.pdf.

Vigil Mechanism / Whistle Blower Policy

The Board of Directors of the Company has approved the Vigil Mechanism/ Whistle Blower Policy in terms of provisions of Section 177 of Companies Act, 2013 and Regulation 22 of SEBI LODR. It is hereby affirmed that no personnel has been denied access to the Audit Committee in connection with the use of Vigil Mechanism. No complaints has been received during the financial year 2020-21. The Vigil Mechanism of the Company is available at the following weblink: https://www.petronetlng.in/PDF/Vigil-Mechanism-02092014.pdf.

Policy for Determining Material Subsidiary

The Company has formulated a Policy for determining ‘Material’ Subsidiaries as per Regulation 16(1) (c) of SEBI LODR. The same is available at the weblink: https://www.petronetlng.in/PDF/PolicyonMaterialSubsidairy.pdf

In the financial year 2020-21, the Company had no ‘Material Subsidiary’ as defined under Regulation 16(1) (c) of SEBI LODR

Details of transactions between the Company and its subsidiaries, associates, key managerial personnel during the year st2020- 21 are given in Financial Statement for the financial year ended 31 March 2021. These transactions does not have any

potential conflict with the interests of the Company at large.

Means of Communication

The Company has its website having updated details about the Company, its project, Shareholding pattern on quarterly basis, etc. as per the statutory requirements of SEBI (LODR) Regulations, 2015. The financial results are being posted on the Company’s website i.e. www.petronetlng.in. The Company also has dedicated e-mail ID i.e. [email protected] for investors to contact the Company in case of any information and grievances.

Press Releases made by the Company from time to time are also displayed on the Company’s website. Presentations made to the institutional investors and analysts after the declaration of the quarterly, half-yearly and annual results, if any, are also displayed on the Company’s website.


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During 2020-21, Quarterly/Financial Results have been published as per details given below:

Quarter Date of Board Meeting Date of Publication Newspaper (s)

Q1 th29 June 2020 for financial year ended

st 31 March 2020

Q2 th17 August 2020 for

quarter ended th30 June 2020

Q3 th

11 November 2020 for quarter ended

th30 September 2020

Q4 th11 February 2021 for the

quarter ended st 31 December, 2020

Hindustan Times+ Mint+ Hindustan Hindi (All Edition), Times of India (All Edition)+Economic Times (Delhi/NCR)

Business Standard (All Edition), Indian Express +Financial Express (All Edition), Hindustan Hindi (Delhi NCR), Millenium Post (Delhi Edition)

Hindustan Times+ Hindustan Hindi (All Edition), Business Standard (Delhi Edition), Millenium Post (Delhi Edition)

Hindustan Times + Mint (All Edition), Business Standard (Delhi Edition), Amar Ujala (All Edition)

st1 July, 2020

th19 August, 2020

th13 November, 2020

th13 February, 2021

Other Disclosures

• Related Party Transactions

The Company has a well-defined Related Party Transaction Policy duly approved by the Board of Directors of the Company. The details of all materially significant transactions with related parties are periodically placed before Audit Committee. In terms of provisions of Regulation 23 of SEBI LODR, Companies Act, 2013 and also the relevant Accounting Standards, the promoters/ subsidiary(s)/associate(s)/joint venture(s) of the Company and KMPs qualify as related party(s) of the Company. The Company enters into transaction of sale of RLNG and provides tolling capacity to its related parties at a price which is at an arm’s length basis as well as in ordinary course of business. Therefore, Related Party Transactions have no potential conflict of interest with the Company. The Company has also obtained omnibus approval from Audit Committee for Related Party Transactions and all the related party transaction are placed before the Audit Committee on quarterly basis for its information.

th th The Company in its 9 Extra Ordinary General Meeting held on 15 March, 2021 has obtained the approval of the shareholders to enter into contracts/arrangements/ transactions entered/ to be entered with the Related Parties during the financial year 2021-22 for supply of goods or availing or rendering of any services in the ordinary course of business and on arm’s length basis, which may exceed the materiality threshold limit i.e. exceeds ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.

The Related Party Policy is available at the following web link: https://www.petronetlng.in/PDF/Related-Party-Policy-26052015.pdf.

• Details of non-compliance by Listed Entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the Board or any statutory authority, on any matter related to capital markets, during the last three years

During the financial year 2020-21, the Company has broadly complied with all the requirements of SEBI LODR, the Companies Act, 2013 except that there was no woman Independent Director on the Board of the Company for one day i.e. on 31.03.2021 after completion of tenure of Dr. Jyoti Kiran Shukla, Independent Director on 30.03.2021.

There were no penalties or strictures imposed on the Company by any statutory authority for non-compliance on any matter related to capital markets during the last three years except that BSE and NSE has levied penalty of Rs. 9,32,200/- each inclusive of applicable GST (totalling Rs. 18,64,400/- inclusive of applicable GST) in the financial year 2019-20 for non-compliance with the provisions of Regulation 17(1) of SEBI LODR i.e. non-compliance with the requirements pertaining to the composition of the Board of Directors during the period from 02.11.2018 to 31.03.2019 in the Financial year 2018-19 and 01.04.2019 to 08.04.2019 in the Financial year 2019-20.

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ANNUALREPORT2020-21

99

• Proceeds from Public Issues, Rights Issues, Issues and its utilisation

The Company has not raised any money through Public Issue, Right Issues or any Preferential Issues during the financial year 2020-21.

• Certificate from Company Secretary in Practice

A Certificate from a Company Secretary in Practice has been obtained that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Board/Ministry of Corporate Affairs or any such Statutory Authority pursuant to the requirement of Part C of Schedule V of SEBI (LODR) Regulations, 2015.

• Annual Secretarial Compliance Report

The Company has obtained the annual secretarial compliance report from M/s A.N. Kukreja & Co., Company Secretaries for the financial year 2020-21.

• Total Fees paid by the Company and its Subsidiaries to the Statutory Auditor

Fees paid by the Company to the Statutory Auditors during the financial year 2020-21 is as follows:

Remuneration to Auditor (exclusive of taxes)

stParticulars For the year ended 31 March 2021

Statutory Audit Fee (including limited review fees) 22

Tax audit and Audit U/s 80IA 7

Taxation Services 6

Fees for certification 7

Reimbursement of expenses 0

Total 42

Total Fees of Rs. 59,000 inclusive of applicable GST was paid to Statutory Auditors during the financial year 2020-21 by Petronet LNG Foundation (PLF), the wholly owned subsidiary of PLL.

• Sexual Harassment of Women at Workplace

The details of the cases pursuant to the Sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 is given in the Directors’ Report.

• Disclosure of Compliance with respect to Corporate Governance Requirements

The Company has complied with corporate governance requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI LODR. Non-compliance, if any, of the Regulations of SEBI LODR has been specifically mentioned in the Report.

General Shareholders Information

Annual General Meeting (AGM)

thDay, Date and Time Tuesday, 28 September, 2021 at 3:00 p.m.

Venue Through Video Conferencing ("VC") / Other Audio - Visual Means ("OAVM")

Financial year 2020-21th thDate of Book Closure for Saturday, 18 September, 2021 to Monday, 27 September, 2021

transmission/ transposition of shares

Financial Calendar

Petronet LNG Limited follows the financial year from April to March. The un-audited Financial Results for the first three


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PETRONETLNGLIMITED

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Dividend Payment Date

The Board of Directors of the Company have recommended payment of Final Dividend of Rs. 3.50 per share (on the face st

value of Rs. 10/- each) for the financial year ended 31 March 2021 subject to the approval of the shareholders in the ensuing AGM. This is in addition to the Special Interim Dividend of Rs. 8.00 per share (on the face value of Rs. 10/- each) paid in December, 2020.

thThe final dividend on equity shares, if declared at the Annual General Meeting, will be paid on or before 27 October, 2021 to

ndthe Members whose names appear on the Company’s Register of Members on 2 July, 2021 (Record Date) in respect of physical shares. In respect of dematerialized shares, the dividend will be payable to the “beneficial owners” of the shares whose names appear in the Statement of Beneficial Ownership furnished by NSDL and CDSL as at the close of business

ndhours on 2 July, 2021.

I) Dividend History

The Company has been consecutively declaring dividend every year. The dividend history of the Company for the last five financial years is mentioned below:

Year

thth2014-15 7,50,00,00,440 1,50,00,00,088 (Rs. 2.00) 24 September, 2015 5 October, 2015

st rd 2015-16 7,50,00,00,440 1,87,50,00,110 (Rs. 2.50) 21September, 2016 3October, 2016

thrd 2016-17 7,50,00,00,440 3,75,00,00,220 (Rs. 5.00) 15 September, 2017 3October, 2017

thth2017-18 15,00,00,00,880 6,75,00,00,396 (Rs. 4.50) 14 September, 2018 19 September, 2018

#ndth2018-19 15,00,00,00,880 8,25,00,00,484 (Rs.5.50) 2 November, 2018* 26 November, 2018

thnd 15,00,00,00,880 6,75,00,00,396 (Rs. 4.50) 27 August, 2019 2September, 2019

#thth2019-20 15,00,00,00,880 8,25,00,00,484 (Rs. 5.50) 29 October, 2019* 18 November, 2019

thth 2019-20 15,00,00,00,880 1,05,00,00,06,160 (Rs. 7.00) 10 September, 2020 29September, 2020

#thth2020-21 15,00,00,00,880 1,20,00,00,07,040 (Rs.8.00) 11 November, 2020* 7 December, 2020

Total paidup capital(In Rs.)

Total amount of dividend paid (In Rs.) and amount per share

Date of declaration of dividend

Date of payment ofDividend

** paid up share capital was increased to Rs. 1,50,00,00,0880 consequent upon Bonus issue.

* Date of Board Meeting in which Special Interim Dividend was declared#amount represents the Special Interim dividend paid for the financial year 2018-19 2019-20 & 2020-21

stquarters and the Audited Financial Results for the year ended 31 March 2022 shall be taken on record and approved by the Board in its meeting(s) to held on the following dates:

**

Quarter Ended Date of Board Meetingth

April - June 2021 on or before 14 August 2021th

July - September 2021 on or before 14 November 2021th

October - December 2021 on or before 14 February 2022

Financial year EndedDate of Board Meeting st th

31March 2022 on or before 30 May 2022

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ANNUALREPORT2020-21

101

Performance in comparison to Indices

NSE NIFTY 50 and PLL Share Price

Market Price Data

Month

April, 2020 254.05 193.20 243.25 22,18,390 245.00 193.05 243.00 6,63,66,977 33,717.62 9859.9

May, 2020 261.00 217.65 254.05 13,89,181 261.00 217.50 252.55 4,89,12,226 32,424.10 9580.3

June, 2020 268.90 241.30 258.10 23,38,314 269.05 241.15 258.05 7,79,51,718 34,915.80 10302.1

July, 2020 280.00 230.25 247.75 43,63,181 280.75 230.05 247.85 11,04,09,202 37,606.89 11073.45

August, 2020 267.70 238.50 240.90 57,88,587 267.80 237.60 240.35 9,23,13,129 38,628.29 11387.5

September, 2020 246.80 209.75 220.60 25,59,955 245.80 209.60 220.65 7,45,22,008 38,067.93 11247.55

October, 2020 238.60 207.40 231.15 24,62,242 238.50 207.25 230.95 8,54,19,020 39,614.07 11642.4

November, 2020 263.20 221.75 249.40 32,75,987 263.30 221.60 251.25 11,21,45,987 44,149.72 12968.95

December, 2020 271.80 232.50 247.60 34,67,570 271.90 232.10 247.60 10,32,16,928 47,751.33 13981.75

January, 2021 275.25 234.05 237.00 45,21,844 275.35 234.15 237.00 10,33,94,409 46,285.77 13634.6

February, 2021 260.90 234.90 256.20 59,70,645 260.95 260.95 255.15 11,97,73,947 49,099.99 14529.15

March, 2021 260.45 219.85 224.90 36,23,463 260.50 220.00 224.65 8,43,44,419 49,509.15 14690.7

High Low Close VolumeTraded

BSE (in Rs.)

High Low Close VolumeTraded

BSE (in Rs.)

BSE NSE

Listing on Stock Exchange(s)

Name and Address of Stock Exchange Stock Code ISIN

BSE Limited (BSE)

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001. 532522

National Stock Exchange of India Limited (NSE) Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), PETRONETMumbai – 400051.

INE347G01014

The Annual listing fee for the financial year 2020-21 has been paid to the above Stock Exchanges

..

..

15000 14000 13000

0 12000 24 i.n

~ 11000 98 LL 10000 z LU 9000 V)

8000 z 7000 6000 5000

.,. +

.,. +

...

...

...

...

...

...

...

...

...

Movement of NSE NIFTY SO and PLL Share Price

t 13981. 71 14529.1514690. 7

3634.6 12968.95

247.85 47.6 11387.5 11642.4

11247.55

...

...

...

...

265 260 255 250 245 240 235 230 225 220 215 210 205 200


QJ u

·;:: c.. QJ .... ro

..c V)

...J

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PETRONETLNGLIMITED

102

BSE SENSEX AND PLL SHARE PRICE

Registrar and Share Transfer Agent

During the year Share transfer Agent for equity shares of the Company has been changed from Kfin Technologies Private thLimited to Bigshare Services Private Limited w.e.f 16 February 2021.

Bigshare Services Private Limited is the Registrar and Share Transfer Agent (RTA) for handling all matters relating to the shares of PLL (both physical as well as demat mode). All matters relating to the shares of Petronet LNG Limited such as transfer, transmission, dematerialization, rematerialisation, dividend, change of address etc. and related correspondence and queries may be addressed to:

Bigshare Services Private Limitedst1 Floor, Bharat Tin Works Building, Opp.Vasant Oasis, Makwana Road,

Marol, Andheri(East), Mumbai 400059Tel: 022-62638200, 011-42425004, 011-47565852 | Fax: 022-62638280Email: [email protected] (Contact Person - Mr. Rajesh Mishra) | www.bigshareonline.com

Share Transfer Committee Composition

As on 31st March 2021, the Share Transfer Committee comprised of the following members:-


1 Shri V.K. Mishra, Director (Finance) & CFO Chairman (Member upto 13.09.2020 and Chairman w.e.f. 14.09.2020)

2 Shri Sanjeev Kumar, Nominee Director (GMB/GoG) (w.e.f. 13.10.2020) Member

3 Shri Arun Kumar, Independent Director, (w.e.f 08.02.2021) Member

Note - Shri Prabhat Singh, then MD & CEO ceased to be the Member/ Chairman of the Share Transfer Committee w.e.f. 14.09.2020 consequent upon cessation from the Board of PLL.


N N

I Movement of BSE Sensex and PLL Share Price I 55,000.00 265

258.05 49 509.15 260

50,000.00 255

250

45,000.00 245

240 a, X u

40,000.00 ·;c: 5l c.. C: 235

~ a, V, "' LU 230 ..c: V, V, cc -'

225 -' c..

30,000.00 ~ 220

215

25,000.00 210

205

20,000.00 200

,:'\,<::, ,,?"' ~ >-:-,9 !lo'\,<::, ~ x-,9 ,,;'\,<::, <f'\,<::, .,,,..,,,,.,, '.:I-"' ,:'\,"' ~'?-<:; ~'b -:,·§· ...,...,.,, '!I-.,, ~'->"'<:; ov "'!:'-0 9"' >,'Ii ':<..p ~"'

,,,~ '\,°' _,,c::, ,,, _,,-.; ,,,~ -,,<:f ,-i,\' _,,-.; ,..,,,o,- ,..,,,<o _,,-.;

Months in financial year 2020-21 - BSE SENSEX - PLL Share Price

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ANNUALREPORT2020-21

103

Scope of Share Transfer Committee

1. To consider the share transfer application.

2. To approve and register the share transfer which meets the requirement of law (including Articles of association of the Company).

3. To refuse share transfer which do not meet the requirement of law including (article of association of the Company)

4. To consider application for share transmission and to approve or cause such application in accordance with this provision of article of association of the company and other applicable laws, if any.

5. To nominate any person /persons to authenticate share certificates on transfer/transmission to splitting/consolidation/duplicate new issue etc. on the share certificates.

6. To approve splitting and/or consolidation of share certificates and issue of new certificate in lieu thereof.

7. To approve issue of duplicate or new share certificates, as the case may be in lieu of defaced, lost of destroyed certificate(s) which has no further space on the back thereof for endorsement of transfer.

8. To print required number of share certificates as may be required from time to time in accordance with design as the committee may approve.

9. To issue share certificates as and when necessary under the common seal of the company and to nominate Director and/ or authorised signatories to sign the share certificates as per the provisions of Companies Act, 2013. The common seal shall affixed in accordance with Articles of Association of the Company.

10. To do all such acts, deeds, things and matters with regard to transfer/ transmission, issue of new or duplicate share certificates and all matters incidental thereto and to give from time to time such directions or clarifications or to call for any documents as may be necessary or expedient and to sub-delegate its any or all its powers and to settle any question, doubt or discrepancy that may arise in relation to any matter having to be looked after.

11. To approve all the matters including authorizing any official of the Company for signing any documents in connection with transfer of unclaimed dividend / shares to Investor Education and Protection Fund (IEPF) authority in order to comply with the provisions of Companies Act, 2013 read with the relevant rules as amended from time to time or any other statutory requirements applicable to the Company from time to time.

12. Any other matter as decided by the Board of Directors of the Company from time to time.


During the financial year 2020-21, two (2) meeting of the Share Transfer Committee was held. The details including attendance of members of the Committee are as follows:

Name of Directors

Shri V.K. Mishra Y Y 2 2

Shri Prabhat Singh(ceased w.e.f. 14th September 2020) N.A. N.A. - -

Shri Sanjeev Kumar (w.e.f. 13.10.2020) Y Y 2 2

Shri Arun Kumar (w.e.f. 08.02.2021) N.A. N.A. - -

No. of Members present 2 2

Total Strength 2 2


22-10-2020 25-01-2021




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Share Transfer Systemst Total Shares of the Company as on 31 March 2021 were 1,50,00,00,088 of Rs. 10 each. Out of which, 99.99% of the equity

shares of the Company were held in electronic form and 0.01% in Physical form. Transfer of shares held in dematerialised form are done through the depositories with no involvement of the Company. Further, the Company is complying with the NSE circular no. NSE/CML/2018/38 dated December 03, 2018 and BSE vide Circular No. LIST/COMP/31/2018-19 dated December 03, 2018 which mandated that requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository i.e. NSDL or CDSL except in case of transmission or transposition of securities w.e.f. April 1, 2019.

Half-yearly compliance certificate as required under Regulation 7(3) of SEBI LODR was submitted to NSE & BSE. Further, pursuant to Regulation 40(10) of SEBI LODR, certificate from Practicing Company Secretary on half-yearly basis confirming that all certificates had been issued within thirty days of the date of lodgement for sub-division, consolidation, renewal, exchange or endorsement of calls/ allotment monies had been submitted to NSE & BSE within stipulated time.

Credit Rating

The Company is having following issue ratings:

• Domestic Rating - AAA by ICRA, CRISIL

• International Rating – Baa3 by MOODY

Transfer of amounts / securities to Investor Education and Protection Fund

In accordance with the provisions of Sections 124 and 125 of Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time (IEPF Rules), dividends not encashed / claimed within seven years from the date of declaration are to be transferred to the Investor Education and Protection Fund (IEPF) Authority.

In terms of Section 124(6) of the Companies Act, 2013 and IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time (IEPF Rules), the shares in respect of which the dividend has not been paid or claimed for a period of seven years or more, is required to be transfer to Investor Education and Protection Fund (IEPF) Authority account.

In accordance with the said IEPF Rules and its amendments, the Company had sent notices to all the Shareholders whose shares were due to be transferred to the IEPF Authority and simultaneously published newspaper advertisement.

The following amount of unpaid/unclaimed dividend along with the shares in respect of which dividends have not been claimed for seven consecutive years or more pertaining to Financial year 2012-13 was transferred during the financial year 2020-21 to the Investor Education and Protection Fund Account:

Unpaid/Unclaimed Dividend transferred (In Rs.)Equity Shares transferred to Demat Account of IEPF

Authority along with date of Corporate Action

Rs. 87,24,486 1,64,837 equity shares transferred on 22nd October 2020

The details of unpaid/unclaimed dividend transferred and details of shares transferred to IEPF Account is available at the website of the Company at https://www.petronetlng.in/cg.php.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31st March 2020 (date of closure of last financial year) on the Company’s website https://www.petronetlng.in/UnpaidDividend.php and on the website of the Ministry of Corporate Affairs at www.iepf.gov.in.

Further, pursuant to the provisions of Section 124(6) of Companies Act 2013, all the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more were also transferred to IEPF Suspense Account. Detail of the same is available at website of the Company at the following link – https://www.petronetlng.in/cg.php.

Claim from IEPF Account

Any person, whose shares and unclaimed dividend has been transferred to the IEPF, may claim the shares under provision to sub- section (6) of section 124 or apply for refund under clause (a) of sub-section (3) of section 125 or under proviso to sub-section (3) of section 125, as the case may be, to the Authority making an online application in Form IEPF-5. Detailed procedure regarding claiming shares from IEPF account is available on Petronet website at the following link: https://www.petronetlng.in/cg.php

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Category(Shares) No. of Cases % of Cases Total Shares Amount in Rs. % of Amount

Upto – 5000 3,22,281 82.9068 4,73,06,901 47,30,69,010 3.1538

5001 – 10000 39,630 10.1948 3,09,49,613 30,94,96,130 2.0633

10001 – 20000 16,612 4.2734 2,55,28,997 25,52,89,970 1.7019

20001 – 30000 4,076 1.0486 1,04,33,955 10,43,39,550 0.6956

30001 – 40000 1,842 0.4739 66,49,659 6,64,96,590 0.4433

40001 – 50000 948 0.2439 43,95,749 4,39,57,490 0.2930

50001 – 100000 1,543 0.3969 1,11,57,260 11,15,72,600 0.7438

100001 & Above 1,795 0.4618 1,36,35,77,954 13,63,57,79,540 90.9052

Total 3,88,727 100.00 1,50,00,00,088 15,00,00,00,880 100.0000

st Shareholding Pattern of the Company as on 31 March 2021

Category No. of Shares % of Held Shareholding

A

1 Promoters 75,00,00,000 50.00

B Public

1 Mutual Funds, Banks, Financial Institutions and Insurance Companies 9,45,55,193 6.30

2 FII including FPI, Non-Resident Indians (NRI) including Non Repatriable and Foreign National 46,33,37,814 30.90

3 Other Bodies Corporate 86,37,030 0.57

4 Resident Individuals and others 18,34,70,051 12.23

Grand Total (A+B) 150,00,00,088 100.00

Nodal Officer for IEPF

In terms of provisions of Rule 7 of IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time (IEPF Rules), every company is required to appoint a Nodal Officer for the purposes of verification of claims and coordination with Investor Education and Protection Fund Authority. The details relating to Nodal Officer are available on the website of the Company at https://www.petronetlng.in/investor-contact.php

Distribution Schedule as on 31st March 2021

stList of Shareholders Holding More than 1% of Equity Capital as on 31 March 2021

Category No. of Shares % of Held Shareholding

Promoter's Holding

Bharat Petroleum Corporation Ltd. 18,75,00,000 12.50

GAIL (India) Ltd. 18,75,00,000 12.50

Indian Oil Corporation Ltd. 18,75,00,000 12.50

Oil & Natural Gas Corporation Ltd. 18,75,00,000 12.50

Non-promoters Holding

Government of Singapore 3,56,44,372 2.38

Kotak Flexicap Fund 3,10,00,000 2.07

Fidelity Investment Trust – Fidelity Emerging Market Fund 2,23,16,300 1.49

...


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Dematerialization of Shares and Liquidity

The shares of the company are under compulsory dematerialised segment and are admitted with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Company’s shares are actively traded on National Stock Exchange of India and BSE Limited.

Reconciliation of Share Capital Audit Report of the Company obtained from Practising Company Secretary was submitted to Stock Exchanges within stipulated time.

st No. of shares held in dematerialized and physical mode as on 31 March 2021 are as under:

Nature of Holding Records / No. of shareholders No. of Shares Percentage (%)

Physical 2,167 2,50,323 0.02

NSDL 2,33,637 69,35,61,792 46.24

CDSL 1,52,923 80,61,87,973 53.75

Total 3,88,727 1,50,00,00,088 100.00

stDetail of Unclaimed Shares as on 31 March 2021

S.No. Particulars Cases No. of shares

1 Aggregate Number of shareholders and the outstanding shares in the 616 2,50,200suspense account (i.e. KCL ESCROW ACCOUNT PETRONET LNG IPO-OFFER) lying at the beginning of the year i.e. 1st April 2020

2 Number of shareholders who approached for transfer of shares 0 0 from suspense account during the year

3 Number of shareholders to whom shares were transferred from suspense account during the year 0 0

4 Aggregate number of shareholders and outstanding shares in the suspense staccount at the end of year i.e. 31 March 2021 616 2,50,200

Name of DirectorsNo. of Shares

(as on 31st March 2021)

Shri Tarun Kapoor Nil

Shri Akshay Kumar Singh 4,000

Shri Vinod Kumar Mishra Nil

Shri Pramod Narang Nil

Shri Shashi Shanker 800

Shri Arun Kumar Singh Nil

Shri Shrikant Madhav Vaidya 2,600

Shri Manoj Jain Nil

Shri Sanjeev Kumar Nil

Shri Sidhartha Pradhan Nil

Shri Sunil Kumar Srivastava Nil

Dr. Siddhartha Shekhar Singh Nil

Shri Arun Kumar Nil

Number of Shares held by Directors

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Commodity price risk or Foreign Exchange Risk and hedging activities

The Company sells majority of its LNG volumes on pass through basis with respect to price, quantity and foreign exchange, thereby, having no major risk. Company has a Risk management Policy in place duly approved by its Board in respect of Foreign Currency transactions.

Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments, conversion date and likely impact on equity

No, Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments has been issued by the Company.

Details of compliance with mandatory requirements and adoption of the non-mandatory requirements

Mandatory Requirements

During the financial year 2020-21, the Company has complied with all the mandatory requirements during the Financial year 2020-21 except that the Company has not complied with the requirements pertaining to the composition of the Board in respect of not having a woman Independent Director on the Board of the Company for one day i.e. 31.03.2021 after completion of tenure of Dr. Jyoti Kiran Shukla, Independent Director on 30.03.2021.

During the financial year 2020-21, the Company has broadly complied with all the requirements of SEBI LODR, the Companies Act, 2013 except that there was no woman Independent Director on the Board of the Company for one day i.e. on 31.03.2021

Non-Mandatory Requirements

Besides the mandatory requirements, as mentioned in preceding pages, the status of compliance with non-mandatory requirements under Regulation 27(1) of SEBI LODR are as under:

i. The Board & separate posts of Chairman and CEO: As on date, the positions of the Chairman and the CEO are separate.

ii. Shareholders’ rights: The quarterly financial results of the Company are published in leading newspapers as mentioned under heading ‘Means of Communication’ and also hosted on the website of the Company. These results are not separately circulated.

iii. Audit qualifications: Company’s financial statement are unqualified.

iv. Reporting of Internal Auditor: The Internal Auditor of the Company directly reports to the Audit Committee on functional matters.

Major Plant / Unit Location(s)

LNG Terminal, Dahej, GIDCIndustrial Estate, Plot No. 7/A, Dahej,Taluka:Vagra,Distt. Bharuch, GUJARAT – 392130Tel : 02641-300300/301/305Fax: 02641-300306/300310

Survey No. 347,Puthuvypu (Puthuypeeen SEZ)P.O. 682508, KochiTel: 0484-2502259/60Fax : 0484-2502264

Dahej Plant Location

Petronet LNG Limited World TradeCentre, Babar Road, Barakhamba Lane,New Delhi – 110 001Tel: 011- 23472525, 23411411Fax: 011- 23472550Email: [email protected]: www.petronetlng.in

Kochi Plant Location Registered & Corporate Office

Place : New Delhi ndDate : 22 June, 2021


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Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification

sta) We have reviewed quarterly standalone and consolidated financial results for the quarter & year ended 31 March, 2021 and that to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b) There are to the best of our knowledge and belief, no transactions entered into by the company during year which are fraudulent, illegal or voilative of the company’s code of conduct.

c) We accept responsibility for establishing and maintaining internal controls and have evaluated the effectiveness to the internal control systems of the company and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps have been taken or propose to take to rectify these deficiencies.

d) We have indicated to the Auditors and the Audit Committee-

(i) significant changes in internal control during the year;

(ii) significant changes in the accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system.

Sd/-( V. K. Mishra)Director (Finance) & CFO(DIN : 08125144)

Sd/-(Akshay Kumar Singh Singh)Managing Director & CEO(DIN:03579974)

Annexure to Report on Corporate Governace

th Dated: 8 June, 2021Place: New Delhi

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Auditors’ Certificate on compliance with the conditions of Corporate Governance

To the Shareholders of Petronet LNG Limited

1. We have examined the compliance of conditions of Corporate Governance by Petronet LNG Limited (“the Company”) for the year ended March 31st, 2021 as per the Regulation 17 to 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. The compliance of the conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was limited to the review of procedures and implementation thereof, adopted by the Company or ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

3. In our opinion and to the best of our information and according to the explanations given to us, we certify that except for the condition(s) given below, the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulation as applicable:

• During the year for one day i.e., March 31, 2021, the composition of board of directors was less than the required number in terms of Regulation 17, w.r.t Independent Women Director.

4. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For T R Chadha & Co LLPChartered AccountantsFRN: 006711N / N500028

Hitesh Garg(Partner)Membership No. 502955

UDIN: 21502955AAAADS2853

Date: 06/07/2021


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Management’s Reply on the Auditors’ Report on the Corporate Governance Report for the Financial Year 2020-21

Observation of Auditor Management’s Reply

During the year for one day i.e., March 31, 2021, the composition of board of directors was less than the required number in terms of Regulation 17, w.r.t Independent Woman Director.

Amb. Bhaswati Mukherjee (DIN:07173244) has been appointed as Independent Woman Director on the Board of the Company

thw.e.f. 13 August, 2021.

In view of the above, the composition of the Board is in compliance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015.


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Annexure VII to Directors’ Report

Business Responsibility Report

Section A: General Information about the Company

1. Corporate Identity Number (CIN): L74899DL1998PLC093073

2 Name of the Company Petronet LNG Limited

3 Registered Address World Trade Centre, Babar Road, Barakhamba Lane, New Delhi – 110 001

4 Website www.petonetlng.in

5. Email id [email protected]

6 Financial Year reported April 2020- March 2021

7. Sector(s) that the Company is engaged in Oil and Gas – LNG (industrialactivity code-wise)

Industrial Group Description

0910 Extraction of petroleum and natural gas including liquefaction of natural gas for transportation

Section B: Financial Details of the Company

As per National Industrial Classification – Ministry of Statistics and Programme Implementation

8. List three key products / services that the Company Regasified Liquefied Natural Gas manufactures / provides (as in balance sheet):

9. Total number of locations where business activity is Total three locations: undertaken by the Company Registered Office in New Delhi and Regasification Terminals in Dahej, Gujarat and Kochi, Kerala

Number of International Locations (Provide details of major 5) –

Number of National Locations Total three locations:

Registered Office in New Delhi and Regasification Terminals in Dahej, Gujarat and Kochi, Kerala

10. Markets served by the Company - Local / State / National National / International

1 Paid up capital (INR) : 1500 Crore

2 Total turnover (INR) : 26023 Crore

3 Total profit after taxes (INR) : 2949 Crore

4 Total spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%) : 0.64 % i.e. Rs. 19.00 crore

5 List of activities in which expenditure in 4 above has been incurred:

1) Health Care

2) Differently abled

3) Disaster Management

4) Education

5) Environment & Sustainability

6) Eradicating Hunger

7) War Widows Welfare

8) Animal Welfare

9) Miscellaneous Cost

10) Administrative Expenses


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Section C: Other Details

1. Does the Company have any Subsidiary Company / Companies?

Yes.st

a. Petronet LNG Foundation (PLF) incorporated as Wholly Owned Subsidiary of Petronet LNG Ltd. on 31 March, 2017.th

b. Petronet Energy Limited (PEL) incorporated as Wholly Owned Subsidiary of Petronet LNG Ltd. on 26 February, 2021.

2. Do the Subsidiary Company / Companies participate in the BR Initiatives of the parent Company? If yes, then indicate the number of such subsidiary company(s).

Yes, Petronet LNG Foundation, a Wholly-Owned subsidiary company of PLL, incorporated as non-profit organisation acts as CSR arm to execute PLL’s CSR project.

3. Do any other entity / entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities?

No, none of the entity / entities with whom Company does business participates in the BR initiatives of the company. Company releases its own dedicated BR report and our Company’s principle promoters and off-takers of gas i.e. GAIL, ONGC, IOCL and BPCL, are required to and undertake BR activities and release their own BR reports.

Section D: BR Information

1. Details of Director / Directors responsible for BR:

a) Details of the Director / Directors responsible for implementation of the BR policy / policies: DIN Number : 03579974

Name : Shri Akshay Kumar Singh Designation : MD & CEO

b) Details of the BR Head: Name : Shri Akshay Kumar Singh Designation : MD & CEO Telephone no. : 011-23472503 / 04 E-mail id : [email protected]

2. Principle-wise (a per NVGs) BR Policy / policies (Reply in Y / N):

The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility.

Principle 1 Businesses should conduct and govern themselves with Ethics, Transparency and Accountability

Principle 2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle

Principle 3 Businesses should promote the well-being of all employees

Principle 4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized

Principle 5 Businesses should respect and promote human rights

Principle 6 Businesses should respect, protect, and make efforts to restore the environment

Principle 7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner

Principle 8 Businesses should support inclusive growth and equitable development.

Principle 9 Businesses should engage with and provide value to their customers and consumers in a responsible manner

1. Do you have a policy / policies for Y N# Y N# N## Y N** Y N#,$

2. Has the policy been formulated in consultation with the relevant stakeholders? Y* NA Y* NA NA Y* NA Y* NA

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3. Does the policy conform to any national / Y Y Y Y

international standards? If Yes, specify? (50 words) (Ref A) NA (Ref B) NA NA (Ref C) NA (Ref D) NA

4. Has the policy being approved by the Board? Y Y Y Y

If yes, has it been signed NA NA NA NA NA

by MD / Owner / CEO / appropriate Board Director?

5. Does the Company have a specified committee Y NA Y NA NA Y NA Y NA

of the Board/Director / Official to oversee the implementation of the policy?

6. Indicate the link for the policy to be viewed online? Ref A NA Ref & NA NA Ref & NA Ref D NA

7. Has the policy been formally communicated to Y NA Y NA NA Y NA Y NA

all relevant internal and external stakeholders?

8. Does the Company have in-house structure to Y NA Y NA NA Y NA Y NA

implement the policy/ policies?

9. Does the Company have a grievance redressal Y NA Y NA NA Y NA Y NA

mechanism related to the policy/policies to address stakeholders’ grievances related to the policy/policies?

10 Has the Company carried out independent Y NA Y NA Y Y Y Y NA

audit / evaluation of the working of this policy by an internal or external agency?

# PLL is in the niche business of transportation, storage and regasification of LNG, and supplies its product to a few select customers including GAIL, IOCL and BPCL. Considering the nature of Company’s business, these aspects are not as critical for us as probably for certain other sectors and industries. Hence, Company does not have dedicated policies regarding these aspects. However, PLL does not take these aspects lightly, and has sufficient focus on these aspects. The Company is taking appropriate actions as and when required to address them comprehensively.

## PLL strictly adheres to all applicable labour laws and other statutory requirement in order to uphold human rights within its organizational boundary. Further, the Company has also formulated Sexual Harassment Policy under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

* Relevant internal and external stakeholders were consulted, as deemed appropriate, during the formulation of the policies.

** The Company undertakes need-based advocacy on certain industry specific issues. The Company currently does not have a stated policy. However, it will continue to assess the evolving business and regulatory environment in future in this regard.

$ PLL has processes in place for customer engagement and grievance redressal. Further, the Company gives the highest priority to responsibility towards its customers.

A: Code of Conduct for Board Members and Senior Management Personnel: https://petronetlng.in/petronetlng.com/codeconduct.php

B: Human Resources Policies including Recruiting and Employment Policy, Leave Policy, Medical and Hospitalization Policy

C: QHSE Policy

D: CSR Policy: https://petronetlng.in/PDF/CSR_Policy_27042015.pdf

&: Policy is not available in public domain. Policy is available on Company’s internal intranet portal and can be accessed by company employees.

SI. No. Questions P1 P2 P3 P4

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.. ..

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Being in the energy sector, PLL recognizes the importance of sustainable growth and need for judiciously utilizing the planet’s depleting natural resources. In this regard, PLL has received high corporate values from its principle promoters including GAIL, ONGC, IOCL and BPCL, who are all amongst the leading sustainability champions in India. PLL’s Board constitutes of representatives from all these institutions which puts sustainability high on the Board agenda. As part of our risk and compliance mapping exercises, company ensures regular evaluation of the sustainability performance and risks as well, which are all presented to our leadership and Board for their consideration and decision making. Our Board reviews Company’s sustainability performance on continual basis, at least once annually.

Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report How frequently it is published?

Since FY 2012-13, PLL has been releasing its Business Responsibility Report in line with the SEBI mandate. The previous report was released for FY 2019-20 and formed part of the Company’s Annual Report 2019-20. The same can be assessed at https://petronetlng.in/petronetlng.com/

Section E: Principle-wise Performance

Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.

1. Does the policy relating to ethics, bribery and corruption cover only the Company? Does it extend to the Group / Joint Ventures / Suppliers / Contractors / NGOs / Others?

The Company believes in the conduct of the affairs of it’s constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. Company’s commitment to ethical and transparent corporate governance practices are highlights of the Code of Conduct and Business Ethics policies which are laid out for Board members and Senior Management personnel. Board members and Senior Management personnel affirm compliance to the code on annual basis, including during last financial year. The Company would like to ensure that all the employees are aware about the policies and procedures of the company relevant to their respective

3. Governance related to BR:

Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year.

areas of operation so as to enable them to take proper and effective decisions. Company also have checks and balances in place to ensure ethical business conduct across its operations. Further, PLL has safeguards in place which discourages bidders to engage in any corrupt practices during tendering process.

The company, as a responsible corporate citizen, believes that the role of reporting genuine concerns is not just restricted to employees, in fact any of the stakeholder which also includes suppliers, customers, civil society members etc. have the right to point out any unethical behaviour, actual or suspected fraud or violation of Company’s code of conduct. Therefore, Petronet Vigilance Mechanism and Vigil Mechanism are established. The same has also been hosted at the website of the Company.

To strengthen company’s commitment against workplace harassment, PLL has come out with sexual harassment order in line with the sexual harassment of women at workplace act 2013, which is stringently governed and enforced across the organization.

2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.

PLL received 3674 shareholder complaints during the FY 2020-21, no complaint was pending from previous financial year. 3674 complaints were successfully resolved during the year while NIL complaint was

stpending as on 31 March, 2021.

Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle.

1. List up to three of your products or services whose designs have incorporated social or environmental concerns, risks and / or opportunities.

At PLL, our primary and only product portfolio remains import, storage and regasification of Liquefied Natural Gas. We are not involved in manufacturing of any product and, hence, the environmental impacts emerging from our activities are minimal. Further, our product is transported through massive tanker ships and

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gas pipelines thus reducing transport related environmental footprint. However, we are still committed to ensure responsible handling and marketing of our product, and hence have in place state of the art product handling equipment at our facilities. During the FY 2020-21 period, no change has transpired in our product and services portfolio, neither has there been any substantial change in our operational footprint. We comply with all existing regulations of the concerned land. Also, for supply to local vendors, PLL ensures that transportation does not pose unintended harm to the environment and to persons involved in road transportation.

2. For each such product, provide the following details in respect of resource use (energy, water, raw material and so on) per unit of product (optional):

i. Reduction during sourcing / production / distribution achieved since the previous year throughout the value chain.

PLL operates two terminals in India at Dahej, Gujarat and Kochi, Kerala, which apply state of the art technology for ensuring safe and efficient operations. PLL has strong focus on managing and reducing its energy, water and waste footprint, and is in constant lookout for improvement opportunities. Some interventions taken in this regard during the include implementation of ISO 14001 and OHSAS 18001 standardization systems at our Dahej and Kochi terminal, reducing overall dependence on direct fuel consumption at our operational sites. Also, efforts such as use of food waste generated on site for vermin composting, use of condensate water from operations for gardening purposes and use of chilled water from plant operations for air conditioning in the building have allowed us to improve upon our resource use efficiency.

ii. Reduction during usage by consumers (energy, water) has been achieved since the previous year?

PLL believes that increasing the share of natural gas in the country’s energy mix will lead to a transition to a low carbon growth. This belief comes from the fact that natural gas and renewable energy sources are often considered to be supplementing each other. Natural gas, which is the major product of PLL, does not produce significant amounts of solid waste, air emissions in form of nitrogen oxides and carbon dioxide are also of lower quantities than those produced from coal or oil. Emissions from natural gas in form of sulphur dioxide and mercury are negligible. These

characteristics make LNG a cleaner fuel and helps PLL and consumers in reducing their carbon footprint. Further, PLL has started the supply of LNG to customers through road transportation. The approach would be suited for customers not connected though gas pipelines, and with medium to small requirements. The hubs developed for these purposes can further be used for supplying PNG and CNG to customers.

3. Does the Company have procedures in place for sustainable sourcing (including transportation)? If yes, what percentage of your inputs was sourced sustainably? Besides, provide details thereof in about 50 words or so.

The Company does not have dedicated procedures for sustainable sourcing, however PLL is taking efforts to promote sustainable practices across various functions of the Company. Majority of Company’s raw material is transported from international supplier’s sites through large tanker ships to company terminals in Dahej, Gujarat and Kochi, Kerala. The final regasified product is transported to customers through installed pipelines. Both these modes of transportation are considered highly clean and sustainable. The product has the least carbon emission amongst fossil fuels. Here, in addition to applicable maritime and other regulations, procedures and practices are strictly followed and monitored throughout the product transport and supply phases.

4. Has the Company taken any steps to procure goods and services from local and small producers, including communities surrounding their place of work? If yes, what steps have been taken to improve the capacity and capability of local and small vendors?

PLL’s procurement approach is based on least price tendering mechanism. Company selects its vendors based on carefully designed evaluation criteria set for each good and service to be procured. In this regard, competent local vendors are given equal preference as any other, and as applicable they are invited for the tendering process.

5. Does the Company have a mechanism to recycle products and waste? If yes, what is the percentage of recycling them (separately as <5%, 5-10%, >10%)? Besides, provide details thereof in about 50 words or so.

As our primary and only product portfolio remains import, storage and regasification of Liquefied Natural Gas, ours


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facilities are not manufacturing centres but storage and regasification terminals. Our operations consume minimal raw materials and resources and generate minimal waste. As a result there are no formal written mechanisms for recycling products and waste generated. However, some quantities of used oily waste is generated annually during periodic maintenance of various equipment, i.e. waste oil, oil contaminated cloth, oil drums etc. Some quantities of paint and biomedical waste is also generated. All this generated waste is properly collected, stored and disposed through authorized agencies on regular intervals. Also it is significant to mention here that while carrying out our operations, there is no waste water generation. Some amount of reject condensate water generated from our air- heaters is used for gardening purposes, and also as back up source for fire emergencies. Both our terminal sites are zero water discharge.

Principle 3: Businesses should promote employee well-being

S.No.

Particulars Details

1 Please indicate the total number of employees

2. Please indicate the total number of employees hired on temporary / contractual / casual basis

3. Please indicate the number of permanent women employees

4. Please indicate the number of permanent employees with disabilities

5. Do you have an employeeassociation that is recognised by the Management

6. What percentage of your permanent employees is member of this recognised employee association

532 (including 3 WTD) Permanent Employees (as on 31st March, 2021)

Category of employees

No ofemployees

Sub-contracted employees

1108

34 (as on 31st March, 2021)

One

Presently, Petronet LNG does not have any employee association.

NA

S.No.

Particulars Details

7. Please indicate the number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending as on the end of the financial year

8. How many of your under-mentioned employees were given safety and skill up-gradation training in the last year?*

Child Labour

Category of Person

No of complaints filed during the financial year

No. of complaints pending as on endof the financial year

Forced Labour

0

Involuntary labour

0

Sexual Harassment

0

Category Safety (No. of employee)

Skillupgrad-ation(No ofemployee)

Permanent 1660 2505employees

Permanent 30 58women employees

Casual / 2675 802Temporary / Contractual employees

Employees 0 0with Disabilities

Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalised.

1) Has the Company mapped its internal and external stakeholders? Yes / No

PLL has always acknowledged the vital contribution of all stakeholders in building a sustainable business. The Company has identified and mapped its key internal and external s takeholders, and employs var ious mechanisms and practices to facilitate effective dialogues with them for a fruitful and continued relationship. In order to identify material concerns and respond to them in an effective and transparent manner, PLL regularly engages with its community stakeholder group, including those falling under disadvantaged, vulnerable and marginalized category, at and near its sites of significant operations, i.e. Dahej, Gujarat and

0

0

0

0

0

*Headrest figure includes repetition of individual as some employees underwent multiple safety training.

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Kochi, Kerala. The learnings from these interactions are used for better designing of Company’s CSR projects for ensuring their optimal benefits to communities.

2) Out of the above, has the Company identified the disadvantaged, vulnerable and marginalised stakeholders?

PLL has mapped and identified under privileged communities around its business location and is actively working with them towards inclusive growth. The Company’s collaborative partnerships with the communities aimed at uplifting disadvantaged, vulnerable and marginalised stakeholders has led to identification and initiation of various CSR projects. The Company has projects solely targeted at improving the quality of life of persons with disabilities who are marginalized, vulnerable and disadvantaged.

3) Are there any special initiatives undertaken by the Company to engage with the disadvantaged, vulnerable and marginalised stakeholders? If so, provide details thereof, in about 50 words or so.

The Company, having identified the needs and priorities of the stakeholders in and around the location of its operations, is running education, healthcare, community infrastructure development and skill and livelihood development projects. Under the Company’s education and empowerment initiatives, PLL promoted skill development of below poverty line youth. Catering to the healthcare needs of the communities, PLL organized free medical check-up and consultation camps under healthcare drive, and contributed towards construction of healthcare infrastructure facilities. Further, PLL has constructed and renovated toilets at local schools under sanitation drives. Furthermore, during financial year, PLL developed roads, culverts, storm water drains, solar lights, constructed community and school toilets, etc. under infrastructure development initiatives.

Principle 5: Businesses should respect and promote human rights

1) Does the policy of the Company on human rights cover only the Company or extend to the Group / Joint Ventures / Suppliers / Contractors / NGOs / Others

As a socially responsible organisation, PLL believes in equality of all human beings irrespective of their nationality, place of residence, sex, national ethnic origin, colour, religion, language and any other status. Currently, there is no policy explicitly on human rights, however the Company respects and complies with internationally recognized human rights, at all locations and is

committed to making certain that it is not complicit in human rights abuse.

In order to protect and guard human rights, PLL has designed a well organised and effective Grievance Redressal System to provide prompt and orderly resolution of complaints or disputes arising in the course of employment.

The Company has well defined processes and mechanisms in place to ensure that issues related to sexual harassment of women at workplace are effectively dealt with. An Internal Committee has been created at each location for the prevention, prohibition and redressal of sexual harassment complaints. These committees are headed by woman employees including a representative from an NGO, after approval of Competent Authority.

PLL has ze ro to le rance towards ch i l d and forced/compulsory labour. The Company ensures that the employment is voluntary and in compliance with local minimum wage laws. Also, it is ensured that no person below the age of eighteen years is employed in the workplace.

2) How many stakeholder complaints were received in the past financial year and what percent was satisfactorily resolved by the Management?

No stakeholder complaints regarding breach of human rights aspects were received during the FY 2020-21.

Principle 6: Businesses should respect, protect, and make efforts to restore the environment.

1) Do the policies related to Principle 6 cover only the Company or extends to the Group / Joint Ventures / Suppliers / Contractors / NGOs / Others?

The policies related to Principle 6 cover only to the Company and do not extend to the entity/entities with whom PLL does business. PLL’s Quality, Health, Safety and Environment (QHSE) Policy is applicable to all employees and stakeholders involved in PLL’s business. The senior management provide focused attention while reviewing all parameters related to HSE Standards. The Contractors are also required to monitor report and take strict actions on all such cases. The company regularly conducts audits through third party and enforces compliance to Audit findings. In order to further improve upon our environment and safety practices, we have acquired ISO Certification under the Integrated Management System at Dahej and Kochi terminals where ISO 9001:2008 Quality Management, ISO 18001:2007 OHSAS Management and ISO 14001:2004


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Environment Management standards are effectively adhered to in each and every process of the company from housekeeping to the operation of the terminal. Further, we carry out Environment, Health and Safety (EHS) risk assessments regularly at Dahej and Kochi terminals.

2) Does the Company have strategies / initiatives to address global environmental issues, such as climate change, global warming, and others? If yes, please give hyperlink for webpage and so on.

PLL is not an environment-footprint heavy organisation, however PLL is conscious of the environmental impacts of the oil and gas industry. PLL strives to make efforts in meeting and addressing the challenges of climate change. PLL is aware of the impending consequences of climate change and the rising global concern of Green House Gas (GHG) reduction and management. In this regard company’s biggest contribution is in the form of its product, i.e. natural gas, which is a cleaner form of fuel compared to fossil fuels, i.e. coal and petroleum products. Further, by improving natural gas availability, PLL contributes not only to serving country’s energy needs but also attempts to minimize the impact on environment. Further, majority of PLL’s raw material is transported through large tanker ships to Company terminals, while the final product is transported through installed pipelines. Both these modes of transportation are considered highly clean and sustainable. Besides, Company is in constant lookout for opportunities for reducing its own operational environmental footprint. The details about company’s efforts and initiatives in the areas of environment protection and climate change management can be f o u n d i n o u r s u s t a i n a b i l i t y r e p o r t s a t : https://petronetlng.in/SustainabilityReport.php

3) Does the Company identify and assess potential environmental risks?

PLL is conscious of its environmental footprint and is taking proactive steps to mitigate impact of its operations. Company does not have significant process emissions and is generating condensate water as part of regasification of LNG process which is being used for productive internal activities like gardening. Further, as a precaut ionary approach towards the var ious environmental challenges, Company carry out studies to validate base line three season data as recommended by MOEF. Appropriate measures and systems to suppress NOx emissions, dust suppression by watering to restrict dust emission etc. are put in place.

Further, being active in the coastal belts of Dahej, Gujarat and Kochi, Kerala, PLL has identified benefits of mangrove plantation in the regions of highly salty and muddy waters. Mangrove is a halophyte, which is known as salt tolerant forest ecosystem. Some more benefits associated with mangrove plantation in coastal belts include its ability to act as natural wind and tsunami barrier for underlying villages and industries, its ability to bind soil and prevent erosion, and its ability to harbour, promote other flora and fauna in harsh coastal conditions and most importantly serves as indirect employment generative to local community. Further, these can grow in waterlogged clayey/ marshy soils, specifically in coastal intra tidal zones / river banks. PLL has so far signed MoUs with the Gujarat Ecology Commission and Forest Department, Government of Gujarat for undertaking mangrove plantation in the region. Realizing their benefits, mangrove plantation has been taken up near Dahej and Kochi Terminals.

4) Does the Company have any project related to Clean Development Mechanism? If so, provide details thereof in about 50 words or so. Besides, if yes, mention whether any environmental compliance report is filed?

No. Currently no projects related to Clean Development Mechanism have been taken up by PLL. However, we are in constant lookout for opportunities in this regard.

5) Has the Company undertaken any other initiatives on clean technology, energy efficiency, renewable energy and so on? If yes, please give hyperlink to web page and others.

PLL is mindful of its environmental footprint and is taking active steps to mitigate impact of its operations. In this regard, Company is undertaking measures for protecting marine ecology in the area of its operations. Here, mangrove plantation has been taken up near Dahej and Kochi Terminals in consultation with Gujarat Ecology Commission, and the Forest Department, Government of Gujarat and Centre for Water Resources Development and Management (CWRDM) in Kerala.

As part of in-plant initiatives, Cold energy of LNG is being used for HVAC system and Nitrogen Generation which helps in reducing overall energy consumption. Waste heat of GTG (Gas Turbine Generator) is being utilized for LNG regasification. Although water is not an operational requirement, efforts are being made for reducing and reusing water to the maximum extent possible. In this regard, condensate water from air heaters is used for gardening purposes, and as back up source for fire

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emergencies. Details of PLL’s sustainability initiatives can be found in Company’s latest sustainability report at: https://www.petronetlng.in/SustainabilityReport.php

6) Are the emissions/waste generated by the Company within the permissible limits given by CPCB/SPCB for the financial year under review?

Yes, all of company’s emissions/waste generated during the reporting period was within the regulatory defined limits.

7) Number of show cause / legal notices received from CPCB / SPCB, which are pending (i.e. not resolved to satisfaction) as at the end of the financial year.

There were no show cause /legal notices from CPCB / SPCB received by any of the PLL sites during the previous financial year.

Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner

1) Is your Company a member of any trade and chambers or association? If yes, name only those major ones that your business deals with.

PLL is member of various trade and chambers or association, where senior management of the company represent PLL and engage on discussions across various topics. Some of these associations include:

• International Group of Liquefied Natural Gas Importers (GIIGNL)

• Natural Gas Society (NGS)

• Society of International Gas Tanker and Terminal operations ltd (SIGTTO)

• PHD Chamber of Commerce

• Federation of Indian Petroleum Industry

• FICCI

2) Have you advocated / lobbied through the above associations for the advancement or improvement of public good?

Yes / No; if yes, specify the broad areas (drop box: governance and administration, economic reforms, inclusive development polices, energy security, water, food security, sustainable business principles and others).

No. Company’s Senior Management represents the Company in various industry forums. They understand their responsibility while representing PLL in such associations, and while they engage in constructive dialogues and discussions they refrain from influencing public policy with vested interests.

Principle 8: Businesses should support inclusive growth and equitable development.

1) Does the Company have specified programmes / initiatives / projects in pursuit of the policy related to Principle 8? If yes, provide details thereof.

Petronet LNG Limited (PLL) has a CSR policy with a clear vision to actively engage in social, economic, environment and cultural development of the communities through its CSR initiatives primarily around work centers, thereby meeting the priority needs of socially/economically backward, marginalized & vulnerable communities, and making them self-reliant.

As a responsible Corporate, PLL has been undertaking Development Projects / Programs and also has been supplementing the efforts of the local institutions / NGOs / local self - Government / implementing agencies in the field of Education, Healthcare, War Widow Welfare, Community Development, Entrepreneurship, Skill Development etc. All CSR activities undertaken are with adherence to list of activities listed in Schedule VII of the Companies Act, 2013.

2) Are the programmes / projects undertaken through in-house team / own foundation / external NGO / government structures / any other organisation?

To effectively manage, monitor and implement CSR initiatives of the company, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee as a sub-committee to the Board. As the Company is dedicated to promote inclusive growth and betterment of the community, CSR forms the integral part of PLL’s business strategy.

PLL also partners with credible NGOs, trusts and government agencies for implementing CSR activities/ projects/programs of short/medium/long term in nature in line with its CSR Policy. Further, PLL constantly motivates its employees to engage in the CSR projects of the company and participate through philanthropic contributions/ by volunteering their time/ harnessing their potentials. The Company has also formed Petronet LNG Foundation (PLF) as its CSR Arm to execute the CSR initiatives.

3) Have you done any impact assessment of your initiative?

PLL engages in regular conversation with local community members during/post CSR project implementation, and undertakes timely assessments of implemented projects for ensuring their desired impact and continued sustenance.


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For the flagship initiatives, PLL also carries out independent impact assessment studies by reputed third party agencies/ assessors. Here, PLL ensures that members of the community are kept involved in entire project lifecycle viz. Identification, development, execution and maintenance of the project. Further members of the community are treated as project owners, which ensures creation of ownership of the assets/projects and thus generates desired impact the particular CSR intervention. These also allows PLL to analyze the impact of its ongoing initiatives and further helps to design/modify future engagements/projects for better results addressing to the needs of the communities.

4) What is the Company’s direct contribution to community development projects? Provide the amount in INR and the details of the projects undertaken?

CSR activities/projects/programs of Rs 1,900 Lakh were undertaken in the financial year 2020-21. Details (vertical wise) of the projects undertaken with adherence to the schedule VII of the companies Act, 2013 in the FY 2020-21 is detailed below in the table:

S.No. Sectors/ Verticals

Amount(Rs. in Lakh)

1 Health care 757.12

2 Differently abled 60.00

3 Disaster Management 28.86

4 Education 341.32

5 Environment & Sustainability 202.48

6 Eradicating Hunger 2.36

7 War Widows Welfare 403.87

8 Animal Welfare 2.77

9 Miscellaneous Cost 8.94

10 Admin exp 90.48

TOTAL 1,900.12

(Say INR 19 Crore)

strategy and are monitored on a quarterly basis. Wherever necessary, midcourse corrections are carried out. Company continuously seek to execute effective CSR interventions to boost the living standards and the overall economic status of under privileged community. Further, PLL ensures that community members participate in the initiatives being undertaken/ implemented, and what they take responsibility for maintenance and sustenance of projects in future.

Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner

1) What percentage of customer complaints / consumer cases is pending, as at the end of the financial year?

Nil cases of customer complaints / consumer case in the reporting period.

2) Does the Company display product information on the product label, over and above what is mandated as per local laws? Yes / No / N.A. / Remarks (additional information).

Product information labelling is not applicable to our product, as PLL deals primarily with transportation, storage and regasification of LNG. However, adherence to all laws pertaining to product handling, branding and distribution is of utmost significance to the Company, and PLL ensures full compliance to these aspects.

3) Is there any case filed by any stakeholder against the Company regarding unfair trade practices, irresponsible advertising and / or anti-competitive behaviour during the last five years and pending as at the end of the financial year? If so, provide details thereof, in about 50 words or so.

No case has been filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and / or anti-competitive behaviour during the last financial year.

4) Did your Company carry out any consumer survey /

consumer satisfaction trends?

We interact and engage with our customers on regular

basis. Our principle customers are our primary

promoters as well, i.e. GAIL, IOCL and BPCL , with whom

we in terac t and engage on regu lar bas is .

Representatives of these organizations are present on

PLL’s Board ensuring constructive dialogue and sound

decision making, thus removing scope for conflicts.

5) Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in around 50 words.

PLL regularly engages with local community members to gaze the impact of its ongoing CSR initiatives. Company undertakes need assessment surveys in villages before undertaking these initiatives. Community needs are understood and evaluated and their views are taken before project plans are finalized and executed. These project plans are then assessed under the agreed

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INDEPENDENT AUDITOR’S REPORT To the Members of Petronet LNG Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Petronet LNG Limited (the “Company”), which

comprise the balance sheet as at March 31, 2021 and the statement of profit and loss (including Other Comprehensive

Income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the standalone

financial statements, including a summary of significant accounting policies and other explanatory information prepared

based on relevant records (hereinafter referred to as the “Standalone Financial Statement”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone

financial statements give the information required by the Companies Act, 2013 (the “Act’) in the manner so required and give a

true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company

as at March 31, 2021, and its total comprehensive income, its changes in equity and its cash flows for the year then ended.

Basis for opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our

responsibilities under those Standards are further described in the Auditor’s responsibilities for the audit of the standalone

financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued

by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the

standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other

ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone

financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Impairment testing of Kochi Plant

The recoverable value of the Property Plant and Equipment’s capitalized under Kochi Plant of the Company are dependent on future demand from Kochi Plant.

The determination of recoverable amount of Kochi Plant is based on the value-in use derived from future free net cash f low based on management assumptions of operations for the coming years and from the terminal period. Signi f icant judgement is required by the Management in determining value-in-use, including discount rate to be applied and cash flowprojections based on availability of pipeline, demand of gas etc.

Accordingly, the impairment evaluation of Kochi Plant is considered to be a key audit matter.

1.We assessed the Company’s process of assessing the impairment requirement for Kochi Plant by reviewing the Impairment Study Report, carried out by an outside consultant appointed by the Company, and for verification of the same, following tests were performed::

• Considered if the discounted cash flow models used to estimate the recoverable amount of Kochi Plant, based on “Value in Use” (VIU) were in consistent with Indian Accounting Standard.

• Considered whether the forecasted cash flows in the impairment model were reasonable and based upon supportable assumptions

• Performed tests of the mathematical accuracy of the impairment model calculations.

We found management’s assessment that there is no immediate case of impairment of Kochi Plant based on VIU is reasonable.

Audit Procedures Undertaken to address the Key Audit Matter & conclusions thereon

Description of Key Audit MatterS. No.


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S. No. Description of Key Audit Matter Audit Procedures Undertaken to address the Key Audit Matter & conclusions thereon

2. Accuracy o f recogn i t i on , measurement , presentation and disclosures of revenues and other related balances in view of requirement of Ind AS 115 “Revenue from Contracts with Customers”

The application of Ind AS 115 requires certain key judgements including identification of distinct performance obligations and transaction price

We assessed the Company’s process of identification of distinct performance obligations and transaction price and for the same we selected sample contracts, covering all type of revenue recognized by the Company and performed the following procedures:

• Considered the terms of the contracts to determine the transaction price specially to ascertain if there is any financing component in the arrangement where advances have been received from the customers.

• Read, analysed and identified the distinct performance obligations in these contracts.

• Compared these performance obligations with that identified and recorded by the Company.

• Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings..

Based on the work performed, we found the management’s assessment of determination of transaction price and identification of distinct performance obligation is reasonable

3. Determination of credit impairment on trade receivables

Trade Receivables are significant to the Company’s financial statements. The Collectability of trade receivables is a key element of the company’s working capital management. Due to complexity of contractual terms, as well as ongoing negotiations with customers, significant judgements are required to estimate whether any impairment provision is required against such receivable and accordingly, it was determined to be a key audit matter in our audit.

Our audit procedures in this area included the following:

• Assessed the design, implementation and operating effectiveness of internal controls over Management’s evaluation of the Expected Credit Loss on trade receivables including historical credit loss.

• Reviewed contractual terms subject to which revenue recognised and trade receivables outstanding in the books.

• Reviewed documents related to ongoing negotiation with the customers.

• Discussion with management over recoverability of outstanding dues

• Reviewing the adequacy and completeness of the disclosures in financial statement.

4. Contingent liabilities; There are various pending cases against which demand has been raised by different authority.

For legal and regulatory matters, our procedures included following:

• • Assessing the processes and control over legal matters;

• Reviewing the Group’s significant legal matters and other contractual claims;

• Performing substantive procedures on the underlying calculations of potential liability;

• Where relevant, reading external legal opinions obtained by management;

• Where relevant, obtaining written confirmation from external legal counsels on the status of the cases

• Reviewing the adequacy and completeness of the company’s disclosures.

Based on the work performed, we found the disclosures made by the management in note 38(B) of the financial statements are sufficient.

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Other Information

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Company’s annual report (mainly Director’s Report, Corporate Governance Report, Business Responsibility Report and Management Discussion and Analysis of annual report) but does not include the standalone financial statements and our auditor’s report thereon. The other information in annual report except Corporate Governance Report i.e. Directors report, Business Responsibility report and Management Discussion and Analysis of Annual report is expected to be made available to us after the date of this auditors’ report.

Our opinion on the standalone financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we have obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the information included in, Management Discussion and Analysis, Directors’ Report, and Business Responsibility Report and Other Information in Annual Report, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with the governance and other appropriate action as may be required.

Responsibilities of management and those charged with governance for the standalone financial statements

The Company’s Board of Directors is responsible for the preparation and presentation of these standalone financial statements that give a true and fair view of the Standalone financial position, Standalone financial performance, Standalone cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of standalone financial statement by the directors of the Company, as aforesaid.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, mailers related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and


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appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expression our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosures about the matters or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Standalone financial statement.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid Standalone financial statement have been kept so far as it appears from our examination of those books.

(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Cash Flow Statement dealt with by this report are in agreement with the books of account and the records maintained for the purpose of preparation of Standalone financial statements.

(d) In our opinion, the aforesaid Standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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(e) On the basis of the written representations received from the directors as on 31st March, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls refer to our separate report in Annexure B.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations on its financial position in the standalone financial statement (Refer Note 38B to the standalone Ind AS financial statements).

b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses on. Refer Note 38 A (b) to the financial statements

c. There has been no delay in transferring the amounts, required to be transferred to the Investor Education and Protection Fund by the Company.

3. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us by the Company, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

For T.R. Chadha & Co LLPChartered Accountants(Firm Registration No. 006711N/N500028

Hitesh Garg(Partner)Membership No. 502955UDIN- 21502955AAAADI6744

Date: 8th June 2021Place: New Delhi


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1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of

fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets by which fixed assets are verified in a

phased manner over a period of two years. In accordance with this program, fixed assets were verified during the year

and no material discrepancies were noticed on such verification. In our opinion, the periodicity of physical verification

is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the

Company, the title deeds of immovable properties are held in the name of the Company.

2. The inventory has been physically verified by the management at reasonable intervals. No material discrepancies were

noticed on such physical verification.

3. The Company has not granted any loans, secured or unsecured, to companies, firm, Limited Liability Partnerships or other

parties in the register maintained under Section 189 of the Companies Act, 2013. Therefore, the provisions of clause 3(iii)

(a), (b) and (c) of the Companies (Auditors Report) Order, 2016 are not applicable.

4. In our opinion and according to the information and explanations given to us, the Company has complied with the

provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and

providing guarantees and securities, as applicable.

5. The Company has not accepted any deposits from the public within the provisions of Sections 73 to 76 or any other

relevant provisions and the rules framed thereunder. Accordingly, the provisions of Clause 3 (v) of the Order are not

applicable to the Company.

6. We have broadly reviewed the books of accounts maintained by the Company pursuant to Rules made by the Central

Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and are of the opinion

that prima facie, the prescribed accounts and records have been maintained.

7. (a) The Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including

Provident Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Value Added Tax, Cess, Goods and Service Tax

and other material statutory dues applicable to it. There were no arrears of undisputed statutory dues as at 31st March

2021, which were outstanding for a period of more than six months from the date they became payable. We are

informed that there is no liability towards Employees State Insurance and Excise Duty for the year under audit.

(b) According to the information and explanations given to us and as per the records of the Company, the dues of service

tax, custom duty and income tax which have not been deposited/deposited under protest with the appropriate

authorities on account of any dispute are given below:

“Annexure A” referred to in our report of even date

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Name of the Statute

Nature of the duesDisputedAmount

Depositedunder

Protest

Notdeposited

Period to which the amount

relates

Forum where disputeis pending

Income Tax and Interest 70 - 70 FY 2007-08 ITAT, Delhi

Income Tax and Interest 256 - 256 FY 2008-09 to ITAT, Delhi 2010-11



Income Tax Penalty 148 - 148 FY 2011-12 CIT(A), Delhi

Income Tax Penalty 78 - 78 FY 2012-13 CIT(A), Delhi


Income Tax and Interest 10 - 10 FY 2015-16 CIT(A), Delhi

Income Tax Act, 1961

8. The Company has not defaulted in the repayment of dues to financial institutions, banks, Government or debenture

holders.

9. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and

term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

10. Based upon the audit procedures performed and information and explanations given by the management, we report that

no fraud on or by the Company has been noticed or reported during the course of our audit.

11. According to the information and explanations give to us and based on our examination of the records, the Company has

paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of

Section 197 read with Schedule V to the Act.

12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company.

Accordingly, paragraph 3(xii) of the Order is not applicable.

13. According to the information and explanations given to us and based on our examination of the records of the Company,

transactions with the related parties are in compliance with Sections 177 and 188 of the Companies Act 2013 where

applicable and details of such transactions have been disclosed in the financial statements as required by the applicable

Accounting Standards.

Service Tax & Interest 4,005 - 4,005 FY 2008-09 to 2009-2010

Service Tax 774 774 - FY 2008-10

Service Tax 752 752 - FY 2008-11

Custom Duty & Interest 346 - 346 FY 2004-07



Custom Duty 959 - 959 FY 2012-13

Hon'ble Supreme Court of India

Assistant Commissioner, Delhi

Hon'ble High Court, Gujarat

Hon'ble Supreme Court of India

Finance Act, 1994

Custom Act, 1962

(Amount in Rs. Lac)

.._ +

... .,.


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14. According to the information and explanations given to us and based on our examination of the records, the Company has

not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

15. According to the information and explanations given to us and based on our examination of the records of the Company,

the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly,

paragraph 3(xv) of the Order is not applicable.

16. In our opinion and according to the information and explanation given to us, the company is not required to be registered

under Section 45-IA of the Reserve Bank of India Act, 1934.

T R Chadha & Co LLPChartered AccountantsFirm Regn No. 006711N / N500028

Hitesh Garg(Partner)M.N. 502955Place: New DelhiDate: 8th June 2021UDIN-21502955AAAADI6744

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Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls with reference to Ind AS financial statements of Petronet LNG Limited (“the Company”) as of 31 March 2021 in conjunction with our audit of the Standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls with reference to Ind AS financial statements based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls with reference to Ind AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system with reference to Ind AS financial statements and their operating effectiveness. Our audit of internal financial control with reference to Ind AS financial statements included obtaining an understanding of internal financial control with reference to Ind AS financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system with reference to Ind AS financial statements.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control with reference to Ind AS financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control with reference to Ind AS financial statements includes those policies and procedures that:

a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

“Annexure B” as referred to in paragraph 2(f) of our report of even date


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Inherent Limitations of Internal Financial Controls with reference to financial statements

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Ind AS financial statements to future periods are subject to the risk that the internal financial control with reference to Ind AS financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system with reference to Ind AS financial statements and such internal financial controls with respect to financial statements were operating effectively as at 31 March 2021, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India..

For T R Chadha & Co LLPChartered AccountantsFirm Regn No. 006711N / N500028

Hitesh Garg(Partner)M. No. 502955

Place: New DelhiDate: 8th June 2021UDIN-21502955AAAADI6744

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131 131

STANDALONE FINANCIAL

STATEMENTS 2020-21

PETRONETLNGLIMITED

132

ASSETS

Non-current assets

Property, plant and equipment 3 7,28,078 7,69,647

Capital work-in-progress 4 2,548 468

Intangible assets 5 22 20

Right to Use assets 6 3,03,214 3,49,152

Investments in Joint Ventures 7 16,438 16,438

Financial assets

(i) Investments 8 0.13 0.13

(ii) Loans 9 2,122 2,231

(iii) Other non-current financial assets 10 451 5,437

Income tax assets (net) 11 10,053 13,065

Other non-current assets 12 14,149 8,555

Total Non-current assets 10,77,075 11,65,013

Current assets

Inventories 13 33,718 48,089

Financial assets

(i) Investment 14 1,38,519 18,467

(ii) Trade receivables 15 1,87,453 1,60,257

(iii) Cash and cash equivalents 16 84,933 97,602

(iv) Other bank balances 17 3,49,301 3,45,599

(v) Other current financial assets 18 18,639 30,852

Other current assets 19 3,626 4,016

Total Current Assets 8,16,189 7,04,882

Total Assets 18,93,264 18,69,895

EQUITY AND LIABILITIES

Equity

Equity share capital 20 1,50,000 1,50,000

Other equity 21 10,14,950 9,45,297

Total Equity 11,64,950 10,95,297

Standalone Balance Sheet as at 31 March 2021

(All amounts are in Rupees lac, unless otherwise stated)

Notes As at

31 March 2021 As at

31 March 2020

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Liabilities

Non-current liabilities

Financial liabilities

(i) Borrowings 22 2,300 6,439

(ii) Lease liability 23 3,32,165 3,58,851

Long-term provisions 24 3,088 1,486

Deferred tax liabilities (net) 25(B) 88,059 88,829

Other non-current liabilities 26 95,258 1,01,581

Total Non-current liabilities 5,20,870 5,57,186

Current liabilities


(i) Trade payables

- total outstanding dues of micro enterprise and small enterprises (MSME's) 865 -

- total outstanding dues of creditors other than MSME's 1,02,680 1,16,607

(ii) Other financial liabilities 27 39,618 48,179

Other current liabilities 28 57,538 50,814

Short-term provisions 29 6,743 1,812

Total Current liabilities 2,07,444 2,17,412

Total Liabilities 7,28,314 7,74,598

Total Equity and Liabilities 18,93,264 18,69,895

Significant Accounting Policies 2

Other Notes on Accounts 38 to 48

The accompanying notes are an integral part of these financial statements

In terms of our report of even date

For T R Chadha & Co LLPChartered AccountantsICAI Firm Regn. No. 006711N /N500028

For and on behalf of Petronet LNG Limited

Sd/-Hitesh GargPartnerMembership No - 502955

Sd/-Akshay Kumar Singh Managing Director & CEO DIN:03579974

Sd/-Vinod Kumar MishraDirector (Finance) DIN: 08125144

Place : New DelhiDate : 8 June 2021

Sd/-Rajan Kapur Vice President -Company Secretary Membership No - A10674

Standalone Balance Sheet as at 31 March 2021


Notes As at

31 March 2021 As at

31 March 2020


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Revenue Revenue from operations 30 26,02,290 35,45,200 Other income 31 38,815 37,257 Total income 26,41,105 35,82,457

Expenses Cost of materials consumed 32 20,68,150 30,49,594 Employee benefits expense 33 14,711 12,576 Finance costs 34 33,595 40,320 Depreciation and amortisation expense 35 78,409 77,613 Other expenses 36(A) 49,475 84,083 Total Expenses 22,44,340 32,64,186

Profit before exceptional items and tax 3,96,765 3,18,271 Exceptional Items 36(B) - 7,206

Profit/ (Loss) before tax 3,96,765 3,11,065

Tax expense:Current tax (a) 25(A) 1,02,500 86,000 Deferred tax (b) 25(A) (672) (44,695)Total tax expense (a+b) 1,01,828 41,305

Profit/ (loss) for the period (A) 2,94,937 2,69,760

Other Comprehensive Income Items that will not be reclassified to Profit or LossRemeasurement of defined benefit plans (380) (317)Income tax relateing to remeasurement of defined benefit plans 25(A) 96 80 Total Other Comprehensive income for the period (B) (284) (237)

Total Comprehensive income for the period (A + B) 2,94,653 2,69,523

Earnings per equity share of Rs 10/- each 37 Basic (Rs) 19.66 17.98 Diluted (Rs) 19.66 17.98 Significant Accounting Policies 2 Other Notes on Accounts 38 to 48










Standalone Statement of Profit and Loss for the year ended 31 March 2021


Notes For the year ended

31 March 2021 For the year ended

31 March 2020

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Standalone Statement of Cash flows for the year ended 31 March 2021


A. Cash flow from operating activities

Net Profit before tax 3,96,765 3,11,065

Adjustment for:

Depreciation 78,409 77,613

Loss on the sale of fixed asset 58 5

Profit on sale /fair valuation of current Investment (4,193) (5,942)

Interest Expense 33,595 40,320

Foreign exchange (gain)/ loss on restatement of financial liabilities (8,420) 27,645

Interest Income (20,275) (27,614)

Dividend Income (2,907) (900)

Excess provision written back (158) (487)

Operating profit before working capital changes 4,72,874 4,21,705

Movements in working capital :-

(Increase)/ Decrease in loans 109 261

(Increase)/ Decrease in inventories 14,371 8,855

(Increase)/ Decrease in trade receivables (27,196) (22,012)

(Increase)/ Decrease in other financial assets 6,247 (9,449)

(Increase)/ Decrease in Other assets (4,804) (550)

Increase / (Decrease) in trade payables (13,064) (12,430)

Increase / (Decrease) in other financial liabilities 161 401

Increase / (Decrease) in provisions 6,311 198

Increase / (Decrease) in other liabilities 401 (4,913)

Cash Generated from/ (used in) operations 4,55,411 3,82,066

Less: Income Tax Paid (net of refunds) (99,488) (95,755)

Net Cash generated from /(used in) operating activities (A) 3,55,923 2,86,311

B. Cash flow from investing activities

Net proceeds / (purchase) of property, plant and equipment (7,279) (4,078) and capital work in progress

Net proceeds / (purchase) of intangible assets (25) -

Dividend Received 2,907 900

Net proceeds/ (purchase) of investments (1,15,859) 69,964

Interest received 26,227 24,341

Net movement in fixed deposits 1,298 2,971

Net Cash Generated from/(Used in) Investing Activities (B) (92,731) 94,098




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Standalone Statement of Cash flows for the year ended 31 March 2021


C. Cash Flow from Financing Activities

Net proceeds/(Repayment) of Long Term Borrowings (3,680) (63,220)

Interest Expense Paid (33,596) (42,649)

Dividend paid (2,24,518) (1,80,833)

Lease Liability paid (14,067) (18,763)

Net Cash generated from / (used in) Financing Activities (C) (2,75,861) (3,05,465)

Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) (12,669) 74,944

Balance at the beginning of the year

Cash and cash equivalents at the beginning of the year 97,602 22,658

Balance at the end of the year 84,933 97,602

Note: The above Statement has been prepared under indirect method setout in Ind AS 7 "Cash Flow Statement". (refer note no. 16 for details of cash and cash equivalents.

Reconciliation between the opening and closing balances for liabilities arising from financing activities

Opening Balance 10,122 75,671

Financing Cash Flow (3,680) (63,220)

Non Cash Changes

Interest Accrued (1) (2,329)

Closing Balance 6,441 10,122




For the year ended 31 March 2020Particulars









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Standalone Statement of Changes in Equity for the year ended 31 March 2021


As at31 March 2021

As at31 March 2020

(a) Equity share capital

Balance at the beginning of the year 1,50,00,00,088 1,50,000 1,50,00,00,088 1,50,000

Changes in equity share capital during the year - - - -

Balance at the end of the reporting period 1,50,00,00,088 1,50,000 1,50,00,00,088 1,50,000

No. of Shares No. of Shares Amount Amount

Reserves & Surplus(b) Other equity OCI

Debenture Redemption

Reserve

General Reserve

Retained earnings

Remeasurement of defined

benefit plans

Total

Balance at 31 March 2019 15,000 72,800 7,68,999 (192) 8,56,607

Changes in accounting policy / prior period errors - - - - -

Restated balance at the beginning of the reporting period 15,000 72,800 7,68,999 (192) 8,56,607

Profit for the year - - 2,69,760 - 2,69,760

Other comprehensive income for the year - - - (237) (237)

Total comprehensive income for the year - - 2,69,760 (237) 2,69,523

Transfer to/(from) debenture redemption reserves (15,000) - 15,000 - -

Dividend paid - - (1,50,000) - (1,50,000)

Dividend distribution tax - - (30,833) - (30,833)

Balance at 31 March 2020 - 72,800 8,72,926 (429) 9,45,297


Restated balance at the beginning of the reporting period - 72,800 8,72,926 (429) 9,45,297




Dividend paid - - (2,25,000) - (2,25,000)

Balance at 31 March 2021 - 72,800 9,42,863 (713) 10,14,950


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Standalone Statement of Changes in Equity for the year ended 31 March 2021


Nature and purpose of other reserves

General reserve

Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified

percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act 2013, the

requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn.

Remeasurement of defined benefit plans

Remeasurements of defined benefit plans represents the following as per Ind AS 19, Employee Benefits:

(a) actuarial gains and losses

(b) the return on plan assets, excluding amounts included in net interest on the net defined benefit liability (asset); and

(c) any change in the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit

liability (asset)









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Notes to the standalone financial statements for the year ended 31 March 2021

1. Reporting Entity

Petronet LNG Limited referred to as “PLL” or “the Company” is domiciled in India. The Company’s registered office is at World Trade Centre, 1st Floor, Babar Road, Barakhamba Lane, New Delhi – 110001.

The Company was formed by Bharat Petroleum Corporation Limited (‘BPCL’), GAIL (India) Limited (‘GAIL’), Indian Oil Corporation Limited (‘IOCL’) and Oil and Natural Gas Corporation Limited (‘ONGC’) primarily to develop, design, construct, own and operate a Liquefied Natural Gas (‘LNG’) import and regasification terminals in India. PLL was incorporated on 2 April 1998 under the Companies Act, 1956 and received certificate of commencement of business on 1 June 1998. The Company is involved in the business of import and regasification of LNG and supply to BPCL, GAIL, IOCL and others. Presently, the Company owns and operates LNG Regasification Terminal with name plate capacity of 17.5 MMTPA at Dahej, in the State of Gujarat and 5 MMTPA at Kochi, in the State of Kerala.

2. Significant Accounting Policies

The Company has consistently applied the following accounting policies to all periods presented in the financial statements.

i. Basis of preparation

These financial statements have been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard (‘Ind AS’), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder; and by the Institute of Chartered Accountants of India, as applicable and other accounting principles generally accepted in India.

These financial statements were authorised for issue by the Board of Directors on 8 June' 2021.

ii. Basis of measurement

The financial statements have been prepared on a historical cost basis except the following items, which are measured on alternative basis on each reporting date:

- Certain financial assets (including derivative instruments) that are measured at fair value

- Defined benefit liabilities/(assets): fair value of plan assets less present value of defined benefit obligation

iii. Functional and presentation currency

These financial statements are presented in the Indian Rupee (‘INR’), which is the Company’s functional currency. All amounts have been rounded to the nearest lac, unless otherwise indicated.

iv. Use of judgements and estimates

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Company’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

a. Judgements

Information about the judgements made in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements have been given below:

- Leases: Whether an arrangement qualifies as a lease under Ind AS 116 and in assessment of the lease term and discount rate. Judgement in exercised for assessing the lease term in arrangements where the option to extend or to terminate the lease exist. While doing so, the facts and circumstances are considered to decide economic merits and certainty of exercising an option.

- Classification of financial assets: assessment of business model within which the assets are held and assessment of whether the contractual terms of the financial asset are solely payments of principal and interest on the principal amount outstanding.


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- Identification of distinct performance obligation based on assessment of the products and services in the contract and based on certain factors, determining point of satisfaction of the obligation whether it is at a specific point or over a period.

- Transaction Price determination: Transaction price could be fixed or variable with indexed based escalations. Transaction price is not adjusted for the time value of money in the case where advances are received from customers to secure long term contracts.

b. Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the financial statements for the year ended 31 March 2021 is included below:

- Impairment test: Estimates used for impairment of property, plant and equipment of separate cash generating unit, key assumptions underlying recoverable amounts:

- Useful life of property, plant & equipment

- Recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources

- Estimation of defined benefit obligation

- Estimation of current tax and deferred tax expense

- Estimation of Expected credit loss on trade receivables

v. Property, plant and equipment:

Recognition and measurement

Items of property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment loss, if any. The cost of assets comprises of purchase price and directly attributable cost of bringing the assets to working condition for its intended use including borrowing cost and incidental expenditure during construction incurred up to the date when the assets are ready to use. Capital work in progress includes cost of assets at sites, construction expenditure and interest on the funds deployed.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as a separate item (major components) of property, plant and equipment.

Any gain on disposal of property, plant and equipment is recognised in Profit and loss account.

On transition to the Ind AS, the Company has elected to continue with the carrying value of all its property, plant and equipment recognised as at 1 April 2015 measured as per the previous GAAP and use that carrying value as the deemed cost of the property, plant and equipment.

Subsequent Measurement

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

Depreciation

Depreciation on fixed assets is calculated on Straight Line Method (SLM) using the rates arrived at based on the estimated useful lives given in Schedule II of the Companies Act, 2013. Useful life of the assets required to be transferred under Concession Agreement have been restricted up to the end of Concession Agreement.

Cost of leasehold land is amortized over the lease period.

Depreciation methods, useful lives and residual values are reviewed at each financial year end and changes, if any, are accounted for prospectively.

vi. Intangible assets

Intangible Assets are stated at cost less accumulated amortization and impairment loss, if any. Intangible assets are amortized on straight line method basis over the estimated useful life. Estimated useful life of the Software/Licenses is considered as 3 years.


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vii. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial instruments also include derivative contracts such as foreign exchange forward contracts, cross currency interest rate swaps, interest rate swaps, currency options and embedded derivatives in the host contract.

A. Financial Assets

(a) Initial recognition and measurement

All financial assets are recognized initially at fair value (plus transaction costs attributable to the acquisition of the financial assets, in the case of financial assets are not recorded at fair value through profit or loss).

(b) Subsequent measurement and Classifications

The Company classifies its financial assets as subsequently measured at either amortized cost or fair value depending on the Company’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.

Business model assessment

The Company assesses the objective of a business model in which an asset is held at a portfolio level because this best reflects the way the business is managed, and information is provided to management.

Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a period, for other basic lending risks, costs (e.g. liquidity risk and administrative costs), and profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition

(i) Financial Assets at amortised cost

A financial asset is measured at amortised cost only if both of the following conditions are met:

- It is held within a business model whose objective is to hold assets to collect contractual cash flows.

- the contractual terms of the financial asset represent contractual cash flows that are solely payments of principal and interest.

After initial measurement, such financial assets are subsequently measured at amortised cost using the EIR method. Amortised cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance income in the profit or loss. The losses arising from impairment are recognized in the profit or loss.

(ii) Financial Assets at Fair Value through Other Comprehensive Income (FVOCI)

A financial asset is measured at amortized cost only if both of the following conditions are met:

- it is held within a business model whose objective is to hold assets in order to collect contractual cash flows.


On initial recognition, the Company makes an irrevocable election on an instrument-by-instrument basis to present the subsequent changes in fair value in other comprehensive income pertaining to investments in



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equity instruments, other than equity investment which are held for trading. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the 'Reserve for equity instruments through other comprehensive income'. The cumulative gain or loss is not reclassified to profit or loss on disposal of the investments.

(iii) Financial Assets at Fair Value through Profit and Loss (FVTPL)

Investments in equity instruments are classified as at FVTPL, unless the Company irrevocably elects on initial recognition to present subsequent changes in fair value in other comprehensive income for investments in equity instruments which are not held for trading.

Other financial assets are measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in statement of the profit and loss.

(iv)Investment in Subsidiaries, Jointly Controlled Entities and Associates

Investment in subsidiaries, jointly controlled entities and associates are measured at cost less impairment as per the Ind AS 27 -Separate Financial Statements.

Impairment of investments:

The Company reviews its carrying value of investments carried at cost or amortised cost annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for.

(c) Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e. removed from the Company’s balance sheet) when:

- The rights to receive cash flows from the asset have expired, or

- The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognize the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset derecognised) and the sum of (i) the consideration received (including any new asset obtained less any new liability assumed) and (ii) any cumulative gain or loss that had been recognised in the OCI is recognised in profit or loss.

(d) Impairment of financial assets

The Company assesses the expected credit losses associated with its assets carried at amortised cost and FVOCI debt instruments on a forward-looking basis. The impairment methodology applied depends on whether there has been a significant increase in credit risk.


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With regard to trade receivable, the Company applies the simplified approach as permitted by the Ind AS 109, Financial Instruments, which requires expected lifetime losses to be recognised from the initial recognition of the trade receivables.

For all other financial assets, expected credit losses are measured at an amount equal to the 12 month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial assets has increased significantly since initial recognition.

(B) Financial liabilities


Financial liabilities are classified at initial recognition as financial liabilities at fair value through profit or loss or amortised cost, as appropriate.

All financial liabilities are recognised initially at fair value and in the case of amortised cost, net of directly attributable transaction costs.

(b) Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

(i) Financial Liabilities measured at amortised cost

After the initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

(ii) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term.

Gains or losses on liabilities held for trading are recognised in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in the Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ losses are not subsequently transferred to the P&L. However, the Company may transfer the cumulative gain or loss within equity. All the other changes in fair value of such liability are recognised in the statement of profit or loss.

(c) Derecognition of financial liabilities

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.

(C) Modifications of financial assets and financial liabilities

Financial assets

If the terms of a financial asset are modified, the Company evaluates whether the cash flows of the modified asset are substantially different. If the cash flows are substantially different, then the contractual rights to cash flows from the original financial asset are deemed to have expired. In this case, the original financial asset is derecognised, and a new financial asset is recognised at fair value.

If the cash flows of the modified asset carried at amortised cost are not substantially different, then the modification does not result in derecognition of the financial asset. In this case, the Company recalculates the gross carrying amount of the financial asset and recognises the amount arising from adjusting the gross carrying amount as a modification gain or loss in profit or loss. If such a modification is carried out because of financial difficulties of the



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borrower, then the gain or loss is presented together with impairment losses. In other cases, it is presented as interest income.


The Company derecognises a financial liability when its terms are modified, and the cash flows of the modified liability are substantially different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognised in profit or loss.

viii. Inventories

Raw material, stores and spares are valued at lower of cost or net realizable value. Cost of raw material is determined on the first-in, first-out principle for respective agreements of LNG.

Cost of stores and spares is determined on weighted average cost.

ix. Revenue Recognition

The Company earns revenue primarily from providing regasification services and sale of RLNG.

(a) Sale of goods & service

Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those products or services. Revenue is recognised on output basis measured by units of gas dispatched, units of gas processed etc.

- Revenue from the sale of RLNG is recognised at the point in time when control is transferred to the customer at the point of dispatch.

- Revenue from the sale of regassification services is recognised at a point in time when the control of RLNG is transferred to the customers at the point of dispatch.

Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, credits, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers.

Contract assets are recognised when there is excess of revenue earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms.

The billing schedules agreed with customers include periodic performance-based payments and / or milestone-based progress payments. Invoices are payable within contractually agreed credit period.

The Company disaggregates revenue from contracts with customers by the nature of goods and services.

(b) Interest Income

Interest income is recognized using the Effective Interest Rate (‘EIR’) method. The EIR is the rate that exactly discounts the estimated future cash receipts through the expected life of the financial instrument or a shorter period, where appropriate to the net carrying amount of the financial asset. The EIR is computed basis the expected cash flows by considering all the contractual terms of the financial instrument. The calculation includes all fees, transaction costs, and all other premiums or discounts paid or received between parties to the contract that are an integral part of the effective interest rate.

(c) Dividend Income

Dividend income is recognised, when the right to receive the dividend is established.

x. Foreign currency transactions

(a) Foreign currency transactions are recorded at the exchange rate prevailing on the date of the transaction.

(b) Monetary items denominated in foreign currencies (such as cash, receivables, payables etc.) outstanding at the year end, are translated at exchange rates applicable on year end date.


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(c) Non-monetary items denominated in foreign currency (such as fixed assets) are valued at the exchange rate prevailing on the date of transaction and carried at cost.

(d) Any gains or losses arising due to exchange differences arising on translation or settlement are accounted for in the Statement of Profit and Loss.

xi. Employee benefits

a. Short term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

b. Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided. The Company has following defined contribution plans:

a) Provident Fund

b) Superannuation Fund

c. Defined benefit plans

The Company has only two defined benefit plan i.e. gratuity and post-retirement medical benefit. The Company net obligation in respect of defined benefit plan is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, a consideration is given to any applicable minimum funding requirements.

Remeasurement of the net defined benefit liabilities, which comprises of actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in Other Comprehensive Income. Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate, used to measure the net defined liability (asset), to the net defined liability (asset) at the start of the financial year after considering any changes as a result of contribution and benefit payments during the year. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Company recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

d. Other long-term employee benefits

The Company’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Re-measurements are recognised in profit or loss in the period in which they arise.

The Company has following long term employment benefit plans:

Leave encashment

Leave encashment is payable to eligible employees at the time of retirement. The liability for leave encashment is provided based on actuarial valuation as at the Balance Sheet date, based on Projected Unit Credit Method, carried out by an independent actuary.

xii. Borrowing Cost

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a



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qualifying asset are capitalised during the period that is required to complete and prepare the asset for its intended use. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

Other borrowing costs are expensed in the period in which they are incurred.

xiii. Income tax

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to the items recognised directly in equity or in Other Comprehensive Income

a. Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date.

Current tax assets and liabilities are offset only if, the Company:

a) Has a legally enforceable right to set off the recognised amounts; and

b) Intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

b. Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit nor loss.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improve.

Unrecognized deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset only if:

a) The entity has a legally enforceable right to set off current tax assets against current tax liabilities; and

b) The deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.

xiv. Impairment of non-financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication on impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash generating units (CGU).

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An


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impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment loss in respect of assets other than goodwill is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

xv. Provisions

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

xvi. Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.

The board of directors of Petronet LNG Limited has been identified as being the chief operating decision maker by the Management of the Company. Refer note no 39 for segment information presented.

xvii. Cash and cash equivalents

Cash and cash equivalents comprise of cash at bank and in hand and short-term money market deposits with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

xviii. Lease Accounting

The Company measures the lease liability at present value of remaining lease payments discounted using the weighted average incremental borrowing rate as at the date of initial application and Right of Use asset is measured at an amount equal to lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the balance sheet immediately before the date of initial application.

The Company as a lessee

The Company considers whether a contract is, or contains a lease. A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period in exchange for consideration’. To apply this definition, the Company assesses whether the contract meets three key evaluations which are whether:

• the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Company

• the Company has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract

• the Company has the right to direct the use of the identified asset throughout the period of use. The Company assess whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use.

Measurement and recognition

At lease commencement date, the Company recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Company, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).



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The Company depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Company also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Company’s incremental borrowing rate.

Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is re-measured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.

When the lease liability is re-measured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero.

The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term.

The Company as a lessor

At the inception of the lease the Group classifies each of its leases as either an operating lease or a finance lease. The Company recognises lease payments received under operating leases as income on a straight-line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor’s net investment in the lease. When the Company is an intermediate lessor it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.


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-------------------------

PETRONETLNGLIMITED

150

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68

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20

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---1----•1---

--------- --------

ANNUALREPORT2020-21

151

Part

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lars

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icu

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ss

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ss

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---------

PETRONETLNGLIMITED

152

Notes to the standalone financial statements for the year ended 31 March 2021 (All amounts are in Rupees lac, unless otherwise stated)

As at 31 March 2021

As at 31 March 2020

7 Investments in Joint Ventures

Investment in equity instruments (fully paid-up) (Unquoted at cost)

9,00,00,000 Equity Shares (previous year 9,00,00,000) of Rs. 10 each, 9,000 9,000

fully paid up in Adani Petronet (Dahej) Port Pvt. Ltd.

1,10,36,558 Equity Shares (previous year 1,10,36,558) of USD 1 each (INR equivalent 7,438 7,438

Rs. 67.40 each), fully paid up in India LNG Transport Co (No 4) Pvt Ltd.

(Pledged with Sumitomo Mitsui Banking Corporation)

16,438 16,438

Aggregate book value of quoted investments NIL NIL

Aggregate book value of un-quoted investments 16,438 16,438

8 Investments

Investments carried at fair value through profit and loss account (Unquoted)

Investment in equity instruments (fully paid-up)

300 Ordinary Shares (previous year 300) of US$ 1 each, fully paid up in India LNG 0.13 0.13

Transport Company (No. 3) Limited, Malta (Rs. 13,476)

(Pledged with Sumitomo Mitsui Banking Corporation)

0.13 0.13


Aggregate book value of un-quoted investments 0.13 0.13

9 Loans

Unsecured, considered good

Loan to others 2,122 2,231

2,122 2,231

10 Other non-current financial assets


Security deposits

- with Government authorities 207 199

- with Others 216 209

Employee advances 28 29

Balances with banks in deposit accounts having remaining maturity more than 1 year - 5,000

451 5,437

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ANNUALREPORT2020-21

153


As at 31 March 2021

As at 31 March 2020

11 Income tax assets (net)

Advance tax (Net of Provision for Income Tax) 10,053 13,065

10,053 13,065

12 Other non-current assets


Capital advances 400 -

Taxes and Duties recoverable (Refer note 38B - d,f,h) 13,749 8,555

14,149 8,555

13 Inventories

Raw materials 26,092 40,667

Stores and spares 7,496 7,296

Stores and spares in transit 130 126

33,718 48,089

(Refer note 2(viii) on valuation)

14 Current financial investments

Investments carried at fair value through profit and loss account (Quoted)

Mutual funds 1,38,519 18,467

1,38,519 18,467

Aggregate book value of quoted investments 1,38,519 18,467

Aggregate book value of un-quoted investments NIL NIL

15 Trade receivables

Unsecured and considered good

-from related parties 1,82,730 151,427

-from others 4,723 8,830

Unsecured and considered credit impaired

- from related parties 21 178

Less: Allowances for doubtful receivables (21) (178)

1,87,453 1,60,257

i) In view of expected increase in capacity utilisation at Kochi terminal, the customers of the Company are asking for

lower regasification tariff for Kochi Terminal w.e.f. 1st April 2019. The Company is in discussion with its customers for

volumes tied up with respect to the said terminal and pending the finalisation of tariff the Company has recognised

revenue on the basis of offered regasification tariff. The management is confident that revised price will not be

materially different from the offered tariff and there will not be any material financial impact on the Company on account

of revision of regasification tariff for Kochi Terminal.


-------------------------

PETRONETLNGLIMITED

154


As at 31 March 2021

As at 31 March 2020

16 Cash and cash equivalents

Balance with banks:

- In current account 283 828

- In term deposits (with original maturity of less than 3 months) 84,650 96,774

Cash in hand 0.3 0.2

84,933 97,602

17 Other bank balances

In term deposits (with maturity of more than 3 months but less than 12 months) 3,47,300 3,44,080

In earmarked accounts

- Unclaimed dividend account 2,001 1,519

3,49,301 3,45,599

18 Other current financial assets

Interest accrued on term deposits 7,149 13,101

Advance to related party (refer note no 44B) 275 -

Unbilled Revenue* 11,215 17,751

18,639 30,852

*Movement in contracts assets during the year

Balance at the beginning of the year 17,751 7,537

Revenue recognised during the year 11,215 17,751

Invoices raised during the year (17,751) (7,537)


19 Other current assets

Advances to vendors 720 1,765

Taxes and duties recoverable 1,617 727

Prepaid expenses 1,282 1,513

Other Miscellaneous Advances 7 11

3,626 4,016

ii) The Company has invoiced Rs. 19,844 Lacs (excluding GST) as “Use or Pay charges” to its 3 customers, over a period

of 4 years, for under utilisation of committed regasification facility at Dahej Plant, as per the terms of long-term

regasification agreement and booked the same as income in respective years. Till 31st March 2021, total amount of

Rs. 14,392 Lacs (excluding GST) has been withheld and Rs. 5,452 Lac (excluding GST) has been paid under protest.

The Company is in discussion with respective customers for resolution of the issue. The company is confident that

issue will be resolved in due course and no material adjustment is expected on settlement.

---1----•1---

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ANNUALREPORT2020-21

155


As at 31 March 2021

As at 31 March 2021

No. of Shares No. of Shares Percentage Percentage

Number of Shares

As at 31 March 2020

As at 31 March 2020

As at 31 March 2020

As at 31 March 2021

Amount

20 Share capital

Authorised:

3,00,00,00,000 (31 March 2020 - 3,00,00,00,000) equity shares of Rs.10/- each 3,00,000 3,00,000

Issued, subscribed & fully paid up:


1,50,000 1,50,000

a. Terms and rights attached to equity shares

The Company has only one class of equity shares each having a par value of Rs. 10/- per share. They entitle the

holder to participate in dividend and to share in the proceeds of winding up of the company in proportion to the

number of and amounts paid on the shares held. Every holder of equity shares present at a meeting in person or

by proxy, is entitled to one vote per share.

b. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is

subject to the approval of the shareholders in the ensuing Annual General Meeting.

c. Reconciliation of number of shares outstanding at the beginning and end of the year :

Outstanding at the 31 March 2020 1,50,00,00,088 1,50,000

Equity Shares issued during the year in consideration for cash - -

Equity Shares issued during the year in consideration other than cash - -


21 Other equity

a. Debenture redemption reserve

Balance at the beginning of the year - 15,000

Addition/ (Deduction) during the year - (15,000)

Balance at the end of the year - -

Promoters' Holding

Bharat Petroleum Corporation Ltd. 18,75,00,000 12.5% 18,75,00,000 12.5%

GAIL (India) Ltd. 18,75,00,000 12.5% 18,75,00,000 12.5%

Indian Oil Corporation Ltd. 18,75,00,000 12.5% 18,75,00,000 12.5%

Oil & Natural Gas Corporation Ltd. 18,75,00,000 12.5% 18,75,00,000 12.5%

d. Shareholders holding more than 5% shares in the company


-------------------------

PETRONETLNGLIMITED

156


As at 31 March 2021

As at 31 March 2020

b. General reserve


Add: Transfer from surplus balance in the statement of Profit & Loss - -


-

c. Retained earnings

Balance at the beginning of the year 8,72,926 7,68,999

Add: Profit for the year after taxation as per statement of Profit and Loss 2,94,937 2,69,760

Less: Transfer to/(from) debenture redemption reserves - 15,000

Less: Dividend on equity shares (2,25,000) (1,50,000)

Less: Dividend distribution tax on equity shares - (30,833)

9,42,863 8,72,926

d. Remeasurement of defined benefit plans

Balance at the beginning of the year (429) (192)

Addition during the year (284) (237)

Balance at the end of the year (713) (429)

Total Equity (a+b+c+d) 10,14,950 9,45,297

Dividend

Cash dividend on equity shares declared and paid :

Final dividend for the year ended 31 March 2020 @ Rs 7 per share

(Rs. 4.5 per share for the year ended 31 March 2019) 1,05,000 67,500

Dividend Distribution tax on final dividend - 13,875

Interim dividend for the year ended 31 March 2021 Rs 8 per share

(Rs 5.5 per share for the year ended 31 March 2020) 1,20,000 82,500

Dividend Distribution tax on interim dividend - 16,958

2,25,000 1,80,833

Proposed Dividends on Equity Shares :

Proposed dividend for the year ended 31 March 2021 Rs 3.5 per share

(31 March 2020: Rs. 7 per share)* 52,500 1,05,000

- -

52,500 1,05,000

*Proposed dividend on equity shares are subject to the approval at the annual

general meeting and have not been recognised as liabilities.

---1----•1---

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ANNUALREPORT2020-21

157


As at 31 March 2021

As at 31 March 2020

22 Borrowings

Term loans (Secured)

- From other than bank 2,301 6,441

2,301 6,441

Less: Interest accrued (1) (2)

2,300 6,439

a. Term Loans are secured by first ranking mortgage and first charge on pari passu basis on all movable and immovable

properties, both present and future including current assets except on trade receivables on which second charge is

created on pari passu basis.

Term of repayment and interest are as follows :

IFC ( Washington) Half yearly 2022 5.26% 6,441 10,122

6,441 10,122

Less: Interest accrued but not due on borrowings (1) (2)

Less : Shown in current maturities of Long term debt (4,140) (3,681)

Balance shown as above 2,300 6,439

23 Lease Liability

Lease Liability (refer note no 2 (xviii) and 41) 3,32,165 3,58,851

3,32,165 3,58,851

24 Long-term provisions

Provision for employee benefits

- Compensated Absences (Refer note 43(iii)) 2,263 1,486

- Post retirement medical benefits 825 -

3,088 1,486

As at 31 March 2021

As at 31 March 2020

Repayment Terms

Year of Maturity

Effective Rate of Interest p.a.

Carrying Amount

Loan From


-------------------------

PETRONETLNGLIMITED

158


As at 31 March 2021

As at 31 March 2020

25 Income Tax

A Income Tax Expenses

i) Amounts recognised in profit or loss

Current tax expense

Current year 1,02,500 86,000

Adjustment for prior years - -

1,02,500 86,000

Deferred tax expense

Changes in recognised temporary differences (672) (44,695)

(672) (44,695)

Total Tax Expense 1,01,828 41,305

ii) Deferred Tax related to items recognised in Other Comprehensive Income

Remeasurements of defined benefit liability 96 80

96 80

iii) Reconciliation of effective tax rate For the year ended 31 March 2021


Rate Amount Rate Amount

Profit before tax from continuing operations 25.17% 3,96,765 25.17% 3,11,065

Tax using the Company’s domestic tax rate 99,858 78,289

Tax effect of:

Non-deductible expenses 0.49% 1,970 0.13% 393

Non-taxable income - - - -

Tax-exempt income - -

Impact on deferred tax due to decrease in future tax rate* - - -12.02% (37,377)

Changes in estimates related to prior years - - - -

Total Tax Expenses 25.66% 1,01,828 13.28% 41,305

*The Company during the previous year has elected to exercise the option of lower tax rate of 25.17% under Section

115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019. Impact of

remeasurement of deferred tax liabilities (DTL) on account of the above option is reversal of DTL by Rs Nil (Rs 374

Crore during the year ended on 31st March 2020)

---1----•1---

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ANNUALREPORT2020-21

159


B Deferred Tax Liabilities (Net)

Movement in deferred tax balances

As at 31 March 2020

As at 31 March 2019

Recognized in P&L

Recognized in P&L

Recognized in OCI

Recognized in OCI

As at 31 March 2021

As at 31 March 2020

Deferred Tax Assets

Employee benefits 400 93 96 589

Trade receivables 45 (40) - 5

Right to Use Asset 12,573 2,420 - 14,993

Sub- Total (a) 13,018 2,473 96 15,587

Deferred Tax Liabilities

Property, plant and equipment 1,01,780 1,738 - 1,03,518

Current Investments (2) 52 - 50

Others 69 9 - 78

Sub- Total (b) 1,01,847 1,799 - 1,03,646

Net Deferred Tax Liability (b)-(a) 88,829 (674) (96) 88,059

Deferred Tax Assets

Employee benefits 433 (113) 80 400

Trade receivables 1,436 (1,391) - 45

Right to Use Asset 12,573 12,573

Sub- Total (a) 1,869 11,069 80 13,018


Property, plant and equipment 1,35,369 (33,589) - 1,01,780

Current Investments 103 (105) - (2)

Others - 69 69

Sub- Total (b) 1,35,472 (33,625) - 1,01,847

Net Deferred Tax Liability (b)-(a) 1,33,603 (44,694) (80) 88,829

As at 31 March 2021

As at 31 March 2020

26 Other non-current liabilities

Revenue received in advance*

- from related parties (See Note No 44) 68,638 71,650

- from others 26,620 29,931

95,258 1,01,581

* The Company has entered into long term agreements for 20 years for providing LNG regasification services (w.e.f. Sept' 2016) by allocating 7 MMTPA out of the total regasification capacity from its Dahej terminal. The advance received by the Company is adjustable against charges on regasification service during the course of the agreement.


-------------------------

PETRONETLNGLIMITED

160


As at 31 March 2021

As at 31 March 2020

Contracts liability

Non-Current Portion of Contracts liability (note 26) 95,258 101,581

Current Portion of Contracts liability (note 28) 16,781 17,581

Total 1,12,039 1,19,162

Movement in Contracts liability


Revenue recognised during the year (31,680) (10,874)

Advance received during the year 24,557 10,553

Balance at the end of the year 1,12,039 1,19,162

27 Other current financial liability

Current maturities of long-term debt (other parties) 4,140 3,681

Lease Liability (refer note no 2 (xviii) and 41) 26,688 34,342

Interest accrued but not due on borrowings 1 2

Unpaid dividend 2,001 1,519

Other payables for:

- Capital goods 6,439 8,447

- Security deposits / Retention money 349 188

39,618 48,179

28 Other current liabilities

Statutory dues 37,563 31,566

Revenue received in advance

- related parties (Refer note No 44) 13,155 10,051

- others 3,626 7,530

Purchase price adjustment of LNG 2,437 -

Other payables 757 1,667

` 57,538 50,814

29 Short-term provisions


- Gratuity (Refer note 43) 259 -

- Compensated Absences (Refer note 43) 77 101

- Incentives 1,868 1,711

- Post Retirement Medical Benefit Scheme 7 -

Provision for Unspend CSR 4,532 -

6,743 1,812

---1----•1---

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ANNUALREPORT2020-21

161


As at 31 March 2021

As at 31 March 2020

30 Revenue from operations

Sale of RLNG 23,71,558 33,11,815

Regasification services 2,26,467 2,26,387

Other operating revenues 4,265 6,998

26,02,290 35,45,200

31 Other Income

Interest income from financial assets measured at amortised cost

- on bank deposits 20,169 27,416

- on shareholders' loan 96 196

Other Interest Income 10 2

Dividend Income (on current investment - non trade) 2,907 900

Gain on sale/fair value of Investments 4,193 5,942

Foreign exchange fluctuations (net) 8,420 -

Excess provision/ liability written back 158 487

Miscellaneous income 2,862 2,314

38,815 37,257

32 Cost of materials consumed

Opening Stock of LNG 40,667 30,814

Add: Purchases 20,53,575 30,59,447

Less: Closing Stock of LNG 26,092 40,667

20,68,150 30,49,594

33 Employee benefits expense

Salaries and wages 11,660 10,789

Contribution to provident and other funds 2,202 1,181

Staff welfare expenses 849 606

14,711 12,576

34 Finance cost

Interest on long term loans 566 4,066

Interest on short term loans 52 124

Other borrowing costs 789 845

Interest on Lease Commitments 32,188 35,285

33,595 40,320

35 Depreciation and amortisation expense

Depreciation on tangible assets 43,157 42,370

Amortisation on intangible assets 23 85

Amortisation on ROU assets 34,084 35,158

Impairment provision on Asset 1,145 -

78,409 77,613


-------------------------

PETRONETLNGLIMITED

162


As at 31 March 2021

As at 31 March 2020

36 A) Other expenses

Stores and spares consumed 4,018 2,619

Power and fuel 18,112 23,136

Repairs and maintenance:

- Buildings 910 502

- Plant and machinery 1,541 1,123

- Others 197 165

Dredging expenses 3,495 3,463

Rent 649 558

Rates and taxes 2,152 1,978

Insurance 2,264 1,282

Travelling and conveyance 1,122 1,606

Legal, professional and consultancy charges 2,516 1,829

Foreign exchange fluctuations (net) - 27,645

Directors' sitting fees 65 24

Loss on sale/ write off of property, plant and equipment (net) 58 5

Corporate social responsibility (Refer note 46) 6,342 11,625

Others expenses 6,034 6,523

Total 49,475 84,083

B) Exceptional Items

Lease Rent Arrears * - 7,206

- 7,206

* To secure against future escalation in lease rent for the Kochi LNG Terminal and also to settle ongoing litigations with the

Cochin Port Trust (CPT), the Company had entered into one-time settlement of lease rent to CPT (for the period from 2010

to 2039). Accordingly expenses of Rs. Nil (Rs 7,206 lac for the year ended 31st March, 2020) has been recognised as an

exceptional item.

37 Earning per share (EPS)

Profit/ (loss) for the period 2,94,937 2,69,760

Weighted average number of equity shares of Rs. 10/- each (In lac) 15,000 15,000

EPS - Basic and Diluted (Rs) 19.66 17.98

---1----•1---

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ANNUALREPORT2020-21

163


38 Contingent liabilities, contingent assets and commitments

A. Commitments

a. Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for Rs

11,630 lac (as on 31 March 2020 Rs. Nil).

b. "The Company has entered into following long term LNG purchase agreements:

a. 7.5 MMTPA with Ras Laffan Liquified Natural Gas Company Limited (2), Qatar for a period upto April 2028.

b. 1.44 MMTPA with Mobil Australia Resources Company PTY Ltd, Australia for a period upto 2035.

Since the Company has entered into materially back to back sale agreements against the above purchase

agreements, there is no foreseeable loss on these agreements as on the balance sheet date. The Company has

issued Standby Letter of Credit of Rs. 3,10,898 lac (Rs. 4,31,924 lac as on 31 March 2020) to Ras Laffan Liquified

Natural Gas Company Limited (2) and Rs. 80,954 lac (Rs 78,334 lac as on 31 March 2020) to Mobil Australia Resource

Company PTY Ltd against the Long Term Purchase Agreements."

B. Contingent Liabilities

"In the ordinary course of business, the Company faces claims and assertions by various parties. The Company

assesses such claims and assertions and monitors the legal environment on an ongoing basis with the assistance of

internal legal team. The Company records a liability for any claims where a potential loss is probable and capable of

being estimated and discloses such matters in its financial statements, if material. For potential losses that are

considered possible, but not probable, the Company provides disclosure in the financial statements but does not

record a liability in its accounts unless the loss becomes probable.The following is a description of claims and

assertions where a potential loss is possible, but not probable. The Company believes that none of the contingencies

described below would have a material adverse effect on the Company’s financial condition, results of operations or

cash flows."

a. The Collector of Electricity Duty, Gandhinagar (Gujarat) had issued notices classifying the business activities of the

Company as “Storage (HTP-IIA)” instead of “Industrial Undertaking (HTP I)” and hence levied Electricity Duty @ 45%

(revised rates @25%) instead of 20% (Revised rate @15%) of the consumption charges. The Company has

challenged the legality and validity of the notices by way of writ petitions before the Hon'ble High Court of Gujarat who

had quashed the supplementary bill/demand notice and remanded the case back to the Collector of Electricity Duty

vide order dated 1 July 2014. The Company has made its submissions before the Collector of Electricity Duty,

Gandhinagar and the order is awaited. The total demand till 31 March, 2021 is Rs. 7,357 lac (as on 31 March 2020 Rs.

6,156 lac).

b. The Collector of Stamps, Bharuch had issued notice to the Company to pay stamp duty @ Re.1 per Rs.1000/ or part

thereof of the value mentioned in the Delivery Order of the goods imported through ports in Gujarat pursuant to the

amendment to Section 24 of the Bombay Stamp Act, 1958. The Hon’ble High Court of Gujarat has quashed the notice.

Stamp authorities have filed Special Leave Petition (SLP) in Hon'ble Supreme Court against the same and the case is

pending as on date. The potential liability from the effective date of amendment i.e. 1 April 2006 till 31 March 2021 on

the CIF value would be Rs. 29,514 lac (Rs. 27,673 lac as on 31 March 2020).

c. The Company has received refund of Rs.112 lac, Rs.284 lac and Rs.346 lac from Customs department vide CESTAT

order dated 7 November 2013, 9 September 2011 and 31 May 2010 respectively mainly pertaining to custom duty on

short landing of LNG. The Custom Authorities have filed appeal against the order of the CESTAT with the Hon’ble High

court of Gujarat and the outcome of the case is pending as on date.

d. Taxes and duties recoverable includes custom duty recoverable amounting to Rs.959 lac (in relation to short landing of

LNG under spot purchase agreement). The company has received favourable order in respect of the above issue from

Commissioner (Appeals) and CESTAT. However, the refund of the custom duty has been denied by department and


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Commissioner (Appeals) on the ground of time barred refund application. The company has preferred an appeal

against the above order with CESTAT and received a negative order. Company filed an WRIT Petition with Hon'ble

Gujarat High Court against the CESTAT order, and got favourable ruling. The Company has got refund of the above

amount (Rs 959 lac) in June 2020. The department has preferred an appeal with Hon'ble Supreme Court against the

order of Hon’ble High court of Gujarat, the outcome of which is pending as on date.

e. The company had received demand for Service Tax on vessel hire charges for the period 16 May 2008 to 30

September 2009 amounting to Rs.4,005 lac (including Interest). The Company had paid the demand under protest and

preferred an appeal before CESTAT against the above demand and received favourable order on 24 October 2013.

The Company had received the refund (including interest), however the department had preferred an appeal against

the CESTAT order before the Hon'ble Supreme Court, the outcome of which is pending as on 31.03.2021.

f. The Principal Commissioner of service tax has issued order against the company regarding service tax demand on boil

off quantity of LNG during regasification process (for the period April 2009 to March 2015) amounting to Rs.1,780 lac.

The company paid the demand under protest amounting to Rs.3,256 lac (including interest and penalty). Further, the

company had suo moto paid service tax and interest amounting to Rs.2,039 lac under protest for the period April’15 –

June'17. The company has received preferable order from CESTAT/Commissioner of service tax in respect of amount

deposited by the company .However, refund against the amount deposoited by the company is pending to be received

from department as on 31.03.2021.

g. Kochi terminal of the Company is having Co-developer status in Puthuvypeen SEZ (PSEZ). As a Co-developer, it is

entitled for the tax and duty benefits on the materials/ services received for authorized operation of its Kochi terminal.

After exit of only unit ( viz GAIL) from this SEZ , PSEZ officials have denied endorsement of certain service invoices on

which tax benefits were availed. Total amount of tax benefits availed on such invoices is Rs. 4,776 lac during the period

from April 2019 to Februry 2020. In case invoices are not endorsed, refund of GST/ input credit may be denied to the

vendors which may be claimed by some of the vendors from the Company. Matter is appropriately taken up with the

SEZ authorities.

h. The Company has filed Service Tax Refund Application for services availed in the Special Economic Zone for the LNG

Terminal at Kochi, amounting to Rs.1,526 lac (as on 31 March 2020 Rs.1,652 lac). The Company has received the

favourable order from CESTAT for Rs.774 lac, refund of which is pending as on 31 March 2021 on account of further

query by Assistant Commissioner. For balance Rs. 752 lac, the application is pending at Assistant Commissioner level

as on date.

i. There are certain claims amounting Rs. 25,131 lac plus interest and cost of arbitration as on 31 March 2021 made by a

Contractor against capital works for which the Company has also made certain counter claims. The claim includes two

matters of arbitration amounting to Rs. 10,666 lac plus interest and cost of arbitration and Rs. 14,465 lac plus interest

and cost of arbitration for Kochi and Dahej terminal respectively. Both the arbitration proceedings are still in progress.

Pending conclusion of arbitration and settlement final outcome of the claim is not ascertainable.

j. There are some income tax related matters which are pending at various forum. The potential liability in these case

from AY 2008-09 to AY 2016-17, as on 31st March 2021 is Rs.1805 lac (Rs. 1,559 lac as on 31 March 2020).

C. Contingent Assets

The Company has no contingent assets as at 31 March 2021 (Rs Nil as on 31 March 2020).

39 Segment information

Segment information is presented in respect of the company’s key operating segments. The operating segments are

based on the company’s management and internal reporting structure.

Operating Segments

The Company's Board of Directors have been identified as the Chief Operating Decision Maker ('CODM'), since they are

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responsible for all major decision w.r.t. the preparation and execution of business plan, preparation of budget, planning,

expansion, alliance, joint venture, merger and acquisition, and expansion of any new facility. The company has a single

operating segment "Natural Gas Business". Accordingly, there is only one Reportable Segment for the Company which is

"Natural Gas Business", hence no specific disclosures have been made.

Entity wide disclosures

A. Information about products and services

Company primarily operates in one product line, therefore product wise revenue disclosure is not applicable.

B. Information about geographical areas

The major sales of the Company are made to customers which are domiciled in India. Also, all the assets other than

non-current financial assets (investment and loan) of the Company are located in India.

C. Information about major customers (from external customers)

The Company derives revenues from the following customers which amount to 10 per cent or more of an entity’s

revenues:

40 Information on Covid- 19 Impact

The COVID-19 pandemic has caused significant social and economic disruption, all over the globe. The operations of the

Company were not materially interrupted during the lockdown due to outbreak of COVID-19, as natural gas is declared as

one of the essential commodities by the Government of India. The Company’s natural gas purchase and sale contracts are

largely back to back over long term period. Further, due to the strategic location of the LNG Terminal of the Company at

Dahej, Gujarat, it is the most sought-after terminal in India.The Dahej Terminal caters to about 2/3rd of the country’s LNG

imports and meets around 40% of the country’s natural gas demand.The Kochi Terminal caters to a specific region in the

state of Kerala, and is the only source of natural gas in the vicinity. The Company has adopted the best practices for safe

and secured operation of the two LNG terminals during the lockdown period.

As per the market assessments, the Company is of the view that there would be slowdown in the demand of natural gas in

a very short term period during the lockdown, and the demand would bounce back with the gradual easing off of the

lockdown. The Company has evaluated the possible effects on the carrying amounts of property, plant and equipment,

inventory and receivables basis the internal and external sources of information and determined, exercising reasonable

estimates and judgements, that the carrying amounts of these assets are recoverable. Considering the above, and the

Company’s healthy liquidity position, there is no uncertainty in the going concern of the Company and the Company will be

able to meet its financial obligations over the foreseeable future.

Customer For the year ended For the year ended 31 March 2021 31 March 2020

GAIL 13,01,585 18,35,078

IOCL 7,28,115 10,03,445

BPCL 3,68,044 4,52,073

...


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41 Leases

(a) Nature of leasing activities

The Company has entered into lease arrangements for land, vessels, tugboats and office premises.

(b) Amount Recognised in profit and loss during the year

Amount Amount

Short term leases 649 558

Variable lease payments * 13,624 12,397

14,273 12,955

* The amount recognised in the profit/loss mainly pertains to the variable portion of the LNG vessel and tug hire

charges which are not classified as lease

c(c) Reconciliation of Lease liability

For the year ended

31 March 2021 31 March 2020

Opening Balance of Lease liability 3,93,193 -

Transition impact on account of adoption of Ind AS 116 - 3,82,897

Modification during the year (11,854) 1,413

Interest Expenese 32,188 35,285

Foreign exchange adjustments (8,317) 27,682

Repayment of Lease liabilty (46,357) (54,084)

Closing Balance of Lease liability 3,58,853 3,93,193

(d) Future minimum lease payments (corresponding to the Right to Use assets) are as follows:

As on 31 March 2021

Finance charges

Total Amount Payable against

Lease

Net present values of Lease

Liability

Minimum lease payments due:

Within 1 year 56,685 29,997 26,688

1-2 years 58,326 27,534 30,792

2-3years 57,166 24,753 32,413

3-4 years 58,498 21,750 36,747

4-5 years 60,066 18,324 41,742

After 5 years 2,70,192 79,724 1,90,470

Total 5,60,933 2,02,081 3,58,853

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The information required to be disclosed under the Micro, Small and Medium Enterprises (Development) Act, 2006 has 42

been determined to the extent such parties have been identified on the basis of information available with the company.

(a) the principal amount is Rs 865 lac ( Nil as on 31 March 2020) and the interest is Nil ( Nil as on 31 March 2020) due

thereon remaining unpaid to any supplier;

(b) the amount of interest is Nil ( Nil as on 31 March 2020), paid by the buyer in terms of section 16 of the Micro, Small and

Medium Enterprises Development Act, 2006 (27 of 2006), along with the amount of the payment made to the supplier

beyond the appointed day during each accounting year;

(c) the amount of interest due and payable for the period of delay in making payment is Nil ( Nil as on 31 March 2020)

(which has been paid but beyond the appointed day during the year) but without adding the interest specified under the

Micro, Small and Medium Enterprises Development Act, 2006;

(d) the amount of interest accrued and remaining unpaid is Nil ( Nil as on 31 March 2020) at the end of each accounting

year; and

(e) the amount of further interest remaining due and payable Nil ( Nil as on 31 March 2020) even in the succeeding years,

until such date when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance

of a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006.

43 Employee benefits

The Company contributes to the following post-employment defined benefit plans in India.

(i) Defined Contribution Plans:

The Company makes contributions towards provident fund and superannuation fund to a defined contribution

retirement benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified

percentage of payroll cost to the retirement benefit plan to fund the benefits. Contribution to the defined contribution

plan, recognised as expenses for the year is as under:

(ii) Defined Benefit Plan:

(a) Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to Group Gratuity cum Life Assurance Schemes administered by the LIC of India.

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at 31 March 2021. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

(b) Post-retirement medical scheme plan (PRMS)

The Company provides Post-Retirement Medical Benefit to its employees . Under the scheme, eligible retired employees of the Company (along with their spouse) are allowed to claim reimbursement against the medical expenses for hospitalisation through insurance policy coverage. The Company has accounted for PRMS for the first time in the current financial year and accordingly comparitive figures have not been disclosed.

For the year ended

31 March 2020

For the year ended

31 March 2021

Contribution to Govt. Provident Fund 511 450

Contribution to Superannuation Fund 638 563



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A. Based on the actuarial valuation obtained in this respect, the following table sets out the status of the Gratuity plan & PRMS and amounts recognised in the Company’s financial statements as at balance sheet date:

31 March 2021 31 March 2020

Gratuity GratuityPost Retirement Medical Scheme

(unfunded)

Post Retirement Medical Scheme

(unfunded)Net defined benefit liability-

Liability for Gratuity and PRMS (259) (832) - -

Total employee benefit liabililities (259) (832) - -

Non-current - (825) - -

B. Movement in net defined benefit (asset) liability-Gratuity

1) The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset) /liability and its components:

Defined benefits

obligation

Defined benefits

obligation

Fair value of plan assets


Net defined benefit (asset)/liability


31 March 2021 31 March 2020

Balance as at 1 April 1,467 (1,467) - 1,037 (1,011) 26

Included in proft or loss

Current service cost 199 - 199 147 147

Interest cost (income) 102 (102) - 80 (78) 2

301 (102) 199 227 (78) 149

Included in OCI

Remeasurements loss (gain)

- Actuarial loss ( gain) arising from:

- financial assumptions 260 260 212 - 212

- experience adjustment 86 34 120 104 1 105

346 34 380 316 1 317

Other

Contributions paid by the employer (320) (320) - (492) (492)

Benefits paid (78) 78 - (113) 113 -

(78) (242) (320) (113) (379) (492)

Balance as at 31 March 2,036 (1,777) 259 1,467 (1,467) -


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Defined benefits

obligation

Defined benefits

obligation





31 March 2021 31 March 2020

Balance as at 1 April - - - - - -


Current service cost 832 - 832 - - -

Interest cost (income) - - - - - -

832 - 832 - - -

Included in OCI


- financial assumptions - - - - - -

- experience adjustment - - - - - -

Other

Contributions paid by the employer - - - - - -

Benefits paid - - - - - -

Movement in net defined benefit (asset) liability-PRMS

2) The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit

(asset) /liability and its components of PRMS (Unfunded).

C. Plan assets-Gratuity

31 March 2021 31 March 2020

Funds Managed by Insurer ( investment with insurer) 100% 100%

On an annual basis, an asset-liability matching study is done by the Company whereby the Company contributes the net increase in the actuarial liability to the plan manager in order to manage the liability risk.

D. Actuarial assumptions-Gratuity

a) Economic assumptions

The principal assumptions are the discount rate and salary growth rate. The discount rate is based upon the market yields available on government bonds at the accounting date with a term that matches that of liabilities. Salary increase rate takes into account of inflation, seniority, promotion and other relevant factors on long term basis. Valuation aaumptions are as follows which have been selected by the company.

31 March 2021 31 March 2020

Discount rate 6.98% 6.99%

Expected rate of future salary increase 7.00% 6.00%



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31 March 2021 31 March 2020

i) Retirement age (years)

ii) Mortality rates inclusive of provision for disability

iii) Ages

Upto 30 years

From 31 to 44 years

Above 44 years

60 60

b) Demographic assumptions

Withdrawal rate

3.00% 3.00%

2.00% 2.00%

1.00% 1.00%

100% of IALM (2012-14)

c) Maturity Profile of defined benefit obligation:

Year Amount

Within 1 Year 51

1-2 Year 39

2-3 Year 58

3-4 Year 59

4-5 Year 37

More than 5 Year 87

The company expects to contribute Rs.263 lacs to gratuity fund during next financial year

d) Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

31 March 2021 31 March 2020

Increase Decrease Increase Decrease

Discount rate (0.5% movement) (135) 145 (93) 102

Expected rate of future salary increase (0.5% movement) 145 135 102 (94)

Senstivities due to mortality and withdrawals are not material and hence impact of change not calculated.

Senstivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement and life expectancy are not applicable being a lump sum benefit on retirement.

E. Actuarial assumptions -PRMS


The principal assumptions are the discount rate & cost growth rate. The discount rate is based upon the market yields available on Government bonds at the accounting date relevant to currency of benefit payments for a term that matches that of the liabilities. Medical cost increase rate is company’s long term best estimate as to cost increases taking into account of inflation, other relevant factors on long term basis as provided in relevant accounting standard. These valuation assumptions are as follows & have been received as input from the company.


Assumptions Rate 31 March 2021

i) Discounting Rate 6.98%

ii) Future Medical Cost Increase 6.00%

a) Outdoor Treatment

b) Indoor Treatment

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i) Retirement Age (Years) 60

ii) Mortality rates inclusive of provision for disability IALM (2012 - 14)

iii) Attrition at Ages Withdrawal Rate (%)

Up to 30 Years 3

From 31 to 44 years 2

Above 44 years 1

a) While in service - 100% of IALM (2006-08) rates have been assumed which also includes the allowance for disability benefits.

Mortality Rates inclusive of disability(while in service) for specimen ages

b) After Retirement - 100% of (1996-98) rates have been assumed.

Mortality Rates for specimen ages (Retired Employee)

Age Rate

65 1.39%

70 2.43%

75 4.33%

80 7.08%

85 10.69%

90 15.15%

100 26.65%


Age Mortality Rate

15 0.06%

20 0.09%

25 0.10%

30 0.11%

35 0.13%

40 0.18%

45 0.29%

50 0.49%

55 0.79%

60 1.15%

b) Demographic Assumptions

Attrition rates are the company’s best estimate of employee turnover in future determined considering factors such as nature of business & industry, retention policy, demand & supply in employment market, standing of the company , business plan, HR Policy etc as provided in the relevant accounting standard. Attrition rates as given below have been received as input from the company.



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1) Sensitivity Analysis of the defined benefit obligation.

a) Impact of the change in discount rate

Present Value of Obligation at the end of the period 832

a) Impact due to increase of 0.50% -82

b) Impact due to decrease of 0.50 % 85

b) Impact of the change in salary increase

832Present Value of Obligation at the end of the period

a) Impact due to increase of 0.50% 86

b) Impact due to decrease of 0.50 % -83

Sensitivities due to mortality & withdrawals are not material & hence impact of change due to these not calculated.

2) Maturity Profile of Defined Benefit Obligation

Year Rs. in lac

a) 0 to 1 year 7

b) 1 to 2 year 9

c) 2 to 3 year 10

d) 3 to 4 year 13

e) 4 to 5 year 15

f) 5 to 6 year 17

g) 6 Year onwards 761

(iii) Other long-term employee benefits:

During the year ended 31 March 2021, the Company has incurred an expense on compensated absences amounting to Rs. 961 lac (previous year Rs. 620 lac). The Company determines the expense for compensated absences basis the actuarial valuation using the Projected Unit Credit Method.


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I. Joint Venturer (Promoters)

Indian Oil Corporation Limited (IOCL) Bharat Petroleum Corporation Limited (BPCL) Oil and Natural Gas Corporation Limited (ONGC) GAIL (India) Limited (GAIL) Joint Ventures / Associates / Subsidiary in which Joint Venturer is a Venturer

ONGC Petro Additions Limited (OPAL) Indraprastha Gas Limited (IGL) Mahanagar Gas Limited (MGL) Dahej SEZ Limited (DSL) Hindustan Petroleum Corporation Limited (HPCL) GSPL India Gasnet Limited (GIGL) Adani Total Pvt Ltd (ATPL) ii. Joint Venture

Adani Petronet (Dahej) Port Pvt. Ltd (APPPL). India LNG Transport Co (No 4) Pvt. Ltd. (ILT4) iii. Subsidiary

Petronet Energy Limited (PEL) (wholly owned subsidary) iv. Key Managerial Personnel (KMP)

Dr. M. M. Kutty (upto 30.04.2020) Non-Executive Chairman Shri Tarun Kapoor (w.e.f. 11.05.2020) Non-Executive Chairman Shri Prabhat Singh (upto 13.09.2020) Managing Director & CEO Shri Akshay Kumar Singh (w.e.f. 01.02.2021) Managing Director & CEO Shri Rajender Singh (upto 19.07.2019) Director (Technical) Shri Pramod Narang (w.e.f. 26.11.2020) Director (Technical) Shri Vinod Kumar Mishra Director (Finance) & CFO Shri Sanjiv Singh (upto 30.06.2020) Nominee Director - IOCL Shri Shrikant Madhav Vaidya (w.e.f. 01.07.2020) Nominee Director - IOCL Dr. Ashutosh Karnatak (appointed w.e.f. 07.08.20219 upto 27.08.20219. Nominee Director - GAIL Reappointed as Director w.e.f. 29.08.2019 till 05.05.2020) Shri B.C. Tripathi (upto 31.07.2019) Nominee Director - GAIL Shri Manoj Jain (w.e.f. 06.05.2020) Nominee Director - GAIL Shri Shashi Shanker (upto 31.03.2021) Nominee Director - ONGC Shri D. Rajkumar (upto 19.07.2020) Nominee Director - BPCL Shri Arun Kumar Singh (w.e.f. 10.08.2020) Nominee Director - BPCL Shri Sanjeev Kumar (w.e.f. 04.09.2019) Nominee Director - GMB/ GoG Dr. T. Natarajan (upto 21.08.2019) Nominee Director - GMB/ GoG Dr. Jyoti Kiran Shukla (upto 30.03.2021) Independent Director Shri Sidhartha Pradhan Independent Director Dr. Siddhartha Shekhar Singh Independent Director Shri Sunil Kumar Srivastava Independent Director Shri Arun Kumar (w.e.f. 09.04.2019) Independent Director v. Not for Profit Enterprise

Petronet LNG Foundation, a Company limited by guarantee (PLF)

44 Related Parties (disclosures as per Ind AS 24)

A. Related parties and their relationships


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B. Transactions with the above in the ordinary course of business

Nature of Transaction Party Name For the year ended

31 March 2021 31 March 2020


GAIL 12,31,703 17,61,627

IOCL 6,89,878 9,63,510

BPCL 3,44,565 4,28,972

OPAL 14,499 15,277 Sale of RLNG

ONGC 88,665 1,11,632

HPCL - 4,877

IGL - 2,049

GAIL 69,882 73,451

IOCL 38,236 39,935

BPCL 23,479 23,102 Regasification Services and Other Services

ONGC 8,061 8,903

MGL - 1

ATPL 3,679 -

Balance Write Off GAIL - (3,930)

Interest Income ILT 4 - 32

Contribution to Foundation PLF 1,455 1,620

Advance received /(adjusted) against long GAIL (3,400) (3,400)

IOCL (2,000) (2,000)term regas agreement

BPCL (1,825) (1,630)

Loans and Advances given/ (Repaid) ILT4 - (622)

PEL* 275 -

Siddhartha Shekhar Singh 17 7

Sidhartha Pradhan 26 12 Sitting fees/ Commission to the Directors

Sunil Kumar Srivastava 23 10 (other than whole time directors)

Jyoti Kiran Shukla 23 14

Arun Kumar 18 3

APPPL - 900

ILT4 2,907 -

GAIL 21 267

IOCL 17 1 Recovery of expenses

BPCL 18 2

Reimbursement of expenses GAIL - 103

IOCL 626 526

GAIL 1 1 Payment of lease and related services

BPCL 10 1

Dahej SEZ 4 8

Remuneration to Key Managerial Personnel 31 March 2021 31 March 2020

a) short-term employee benefits 361 301

b) post-employment benefits 10 43

c) other long-term benefits 11 36

Total 382 380

Dividend Received

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Nature of Transaction Party Name As at

31 March 2021 31 March 2020

* The Company has subscribed to share capital amonting to Rs 10 Crore of newly incorporated wholly owned subsidiary Petronet Energy Limited (PEL), which was incorporated on 26 Feb 2021, out of which Rs 2.75 Crore has been paid in advance as share application money. The financials of the PEL has not been considered for consolidation, pending issue of share capital as on 31st March 2021.

** The amount recoverable is net of provision for doubtful debts of Rs 21 lac (Rs 178 lac as on 31 March 2020)

The transactions were made on normal commercial terms and conditions and at market rates.

45 Remuneration to Auditor (exclusive of taxes)

For the year ended

31 March 2021 31 March 2020Particulars

Statutory Audit Fee (including limited review fees) 22 22

Tax audit and Audit of unitwise of financials 7 7

Taxation Services 6 6

Fees for certification 7 7

Reimbursement of expenses - 1

Total 42 43

46 Corporate Social Responsibility

As per provisions of section 135 of the Companies Act, 2013, the Company has to incur at least 2% of average net profits of the preceding three financial years towards Corporate Social Responsibility (“CSR”). Accordingly, a CSR committee has been formed for carrying out CSR activities as per the Schedule VII of the Companies Act, 2013.Details are as under:


GAIL** 86,048 77,873

IOCL 51,615 34,969

Amount recoverable at year end BPCL 38,437 35,921

ONGC 6,068 2,696

ATPL 279 -

Total 1,82,447 1,51,459

GAIL - (54)

Amount Payable at year end IOCL - (111)

Total - (165)

GAIL 35,969 39,092

IOCL 27,141 23,747

BPCL 12,752 16,040

Advance Outstanding at year end ONGC 758 -

PEL* 275 -

ATPL 4,368 -

OPAL 805 2,822

Total 82,068 81,701


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Amount required to spent as per section 135 of the Companies Act, 2013 6,342

Amount approved by the board to be spent during the year 9,900

Amount spent during the year on

(i) Construction / acquisition of any asset -

(ii) On purposes other than (i) above 1,900

Amount yet to be spent 4,442

Particulars For the year ended

31 March 2021

Unspent CSR amount in respect of ongoing projects (as per Section 135(6) of the Companies Act, 2013)

Unspent CSR amount in respect of other than ongoing projects (as per Section 135(5) of the Companies Act, 2013)

CSR expense from unspent ongoing CSR project Bank

account -

Opening Balance

-

Amount deposited in unspent

CSR Bank Account within 30 days

Amount deposited in Specified Fund of Sch. VII within

6 months

-

Date of Deposit in Bank

Closing Balance

1,255

Amount to be deposited in unspent


Amount required to be deposited in Specified

Fund of Sch. VII within 6 months

1,255


Contribution towards -

Health care 906

War Widows Welfare 404

Education 341

Misc Head 159

Admin Expenses 90

Accrual towards unspent obligation in relation to Ongoing project 3187

Other than Ongoing project 1255

Total 6,342

Amount recognized in statement of profit and loss 6,342


31 March 2021

3,187 3,187 30.04.2021

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47 Financial instruments – Fair values and risk management I. Fair value measurements A. Financial instruments by category

FVTPL Amortised Cost FVTPL Amortised Cost

Financial assets

Non-current investments 0.13 - 0.13 -

Loans - 2,122 - 2,231

Other non-current financial assets - 451 - 5,437

Current investments 1,38,519 - 18,467 -

Trade receivables - 1,87,453 - 1,60,257

Cash and cash equivalents - 84,933 - 97,602

Bank balances other than above - 3,49,301 - 3,45,599

Other current financial assets - 18,639 - 30,852

1,38,519 6,42,899 18,467 6,41,978


Borrowings - 2,300 - 6,439

Lease Liability - 3,32,165 - 3,58,851

Trade payables - 1,03,545 - 1,16,607

Other financial liabilities - 39,618 - 48,179

- 4,77,628 - 5,30,076

B. Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are:

(a) recognised and measured at fair value and

(b) measured at amortised cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

As at 31 March 2021

Level 1 Level 2 Level 3 Total

Financial assets

Financial Investments at FVTPL

Investments

Equity Shares - - 0.13 0.13

Mutual funds 1,38,519 - - 1,38,519

Total financial assets 1,38,519 - 0.13 1,38,519


As at 31 March 2021 As at 31 March 2020

Financial assets and liabilities measured at fair value - recurring fair value measurements


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Assets and liabilities which are measured at amortised cost for which fair values are disclosed

As at 31 March 2021


Financial assets

Loans - - 2,122 2,122

Other non-current financial assets - - 451 451

Trade receivables - - 1,87,453 1,87,453

Cash and cash equivalents - - 84,933 84,933

Bank balances other than above - - 3,49,301 3,49,301

Other current financial assets - - 18,639 18,639

Total financial assets - - 6,42,899 6,42,899


Borrowings - - 2,300 2,300

Lease Liabiltiy - - 3,32,165 3,32,165

Trade payables - - 1,03,545 1,03,545

Other financial liabilities - - 39,618 39,618

Total financial liabilities - - 4,77,628 4,77,628

As at 31 March 2020

Level 1 Level 2 Level 3 Level 4

Financial assets

Financial Investments at FVPL

Investments


Mutual funds 18,467 - - 18,467

Cross currency interest rate swaps - - - -

Total financial assets 18,467 - 0.13 18,467




Financial assets

Loans - - 2,231 2,231

Other non-current financial assets - - 5,437 5,437







Borrowings - - 6,439 6,439

Lease Liabiltiy 3,58,851 3,58,851

Trade payables - - 1,16,607 1,16,607



As at 31 March 2020


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Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-thecounter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

There are no transfers between level 1 and level 2 during the year

Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments

- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date

- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

All of the resulting fair value estimates are included in level 2 except for unlisted equity securities and preference shares, where the fair values have been determined based on present values and the discount rates used were adjusted for counter party or own credit risk.

Fair value measurements using significant unobservable inputs (level 3)Unlisted equity shares

31 March 2021 31 March 2020

Opening balance 0.13 0.13

Acquisitions - -

Gains/losses recognised in profit or loss - -

Closing balance 0.13 0.13

Valuation process

The amount invested and fair value of unquoted equity shares as on 31 march 2021 is Rs 0.13 (Rs 0.13 as on 31 March 2020). The fair value is determined using level 3 input i.e. discounted cash flows.

C. Fair value of financial assets and liabilities measured at amortised cost



Carrying Amount Fair Value Carrying Amount Fair Value

Financial assets

Loans 2,122 2,122 2,231 2,231

Other non-current financial assets 451 451 5,437 5,437

Trade receivables 1,87,453 1,87,453 1,60,257 1,60,257

Cash and cash equivalents 84,933 84,933 97,602 97,602

Bank balances other than above 3,49,301 3,49,301 3,45,599 3,45,599

Other current financial assets 18,639 18,639 30,852 30,852

6,42,899 6,42,899 6,41,978 6,41,978


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The carrying amounts of trade receivables, trade payables, capital creditors, cash and cash equivalents, current maturities of long term debt, unpaid dividend, and other payable for capital goods are considered to be the same as their fair values, due to their short-term nature.

The fair values for loans were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit

The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.





Borrowings 2,300 2,300 6,439 6,439

Lease Liability 3,32,165 3,32,165 3,58,851 3,58,851

Trade payables 1,03,545 1,03,545 1,16,607 1,16,607

Other financial liabilities 39,618 39,618 48,179 48,179

4,77,628 4,77,628 5,30,076 5,30,076

II. Financial risk management

The Company has exposure to the following risks arising from financial instruments:-

- credit risk;

- liquidity risk; and

- market risk

Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has established the Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports regularly to the board of directors on its activities.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company's Audit Committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

i. Credit risk

The Company has made investments in Debt based Mutual Funds. These Mutual funds invests in NCD / Bonds / CP / CD of various companies and banks. In case, the investee company defaults on repayment, such losses may have to be borne by the investors of Mutual funds.

"Company generally takes Stand by Letter of Credit (SBLC) from its customers, the exceptions being its Promoters namely BPCL, GAIL, IOCL and ONGC. Option to take SBLC from Promoter is also being explored by the

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Company.The Company establishes an allowance for impairment that represents its estimate of expected credit losses in respect of trade and other receivables. Basis the evaluation, the management has determined that there are credit impairment loss on the trade and other receivables.

The gross carrying amount of trade receivables is Rs. 1,87,474 lac (31 March 2020 – Rs. 1,60,435 lac).

During the period, provision amounting to Rs 21 lac for doubtful debts as on 31 March 2021, has been netted off against trade receivables. The Company management also pursue all options for recovery of dues wherever necessary based on its internal assessment. A default on a financial asset is generally when counterparty fails to make payments within 365 days when they fall due.

Reconciliation of loss allowance provision – Trade receivables

31 March 2021 31 March 2020

Opening balance 178 4,109

Changes in loss allowance calculated at life time expected credit losses (157) (3,931)

Closing balance 21 178

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows. This is generally carried out at local level in accordance with practice and limits set by the Company. These limits vary by location to take into account the liquidity of the market in which the entity operates. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies , considering the level of liquid assets necessary, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

As on 31 March 2021

As on 31 March 2020

Floating rate

Expiring within one year (bank overdraft and other facilities)

- Fund/ Non fund based (secured) 2,07,339 2,56,045

Total 2,07,339 2,56,045

The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice. Subject to the continuance of satisfactory credit ratings, the bank loan facilities may be drawn at any time in INR and have an average maturity of 1 year (as at 31 March 2020 - 1 year ).

(b) Maturities of financial liabilities

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and excluding contractual interest payments and exclude the impact of netting agreements.



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Carrying Amounts 31 March

2021

Contractual Cash Flows

upto 6 months

6 months to 1 year

between 1 and 2 years


More than 5 years

Non-derivative financial liabilities Borrowings 2,300 - - -- 2,300

Lease Liability (current and non- current)

3,58,853 13,188 13,500 30,792 1,10,903 1,90,470

Trade payables 1,03,545 1,03,545 - - -

Current maturities of long term debt- other parties 4,140 1,840 2,300 - - -

Interest accrued but not due on borrowings 1 1 - - - -

Unpaid dividend

Other payables for:

2,001 2,001

- Capital goods

- Security deposits / Retention money

6,439 6,439 -

349 103 25 70 8144

Total non- derivative liabilities 4,77,628 1,27,116 15,825 33,162 1,11,046 1,90,478

-



2020


upto 6 months

6 months to 1 year



More than 5 years

Non-derivative financial liabilities Borrowings 6,439 - 6,439


3,93,193 20,676 13,666 26,688 99,952 2,32,211

Trade payables 1,16,607 1,16,607 - - -



Unpaid dividend

Other payables for:

1,519 1,519

- Capital goods


8,447 8,447 -

188 77 9 7 95

Total non- derivative liabilities 5,30,076 1,49,168 15,516 33,134 99,952 2,32,306

-

iii. Market risk

Market risk is the risk that changes in market prices – such as commodity prices (LNG), foreign exchange rates and interest rates – will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) Price risk

To protect the company from fluctuation of commodity prices, same are passed through to the off-takers in long term contract. In spot or short term contract, they are generally pass through to the customers except in few cases, up to 2 cargo load, where the company keeps the commodity price risk with themselves to take benefit from market fluctuation.

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Financial asset

Trade payables 196 95,571

Lease Liability - 3,23,809

Other payables for Capital goods - 1,305

Net exposure to foreign currency risk(liabilites) 196 4,20,685

Net statement of financial position exposure 196 4,18,563

Exposure to currency risk

The Company's exposure to currency risk is as follows:

As at 31 March 2021

EUR USD

Financial asset

Loan - 2,122

Net exposure to foreign currency risk(assets) - 2,122

As at 31 March 2020

USD

Financial asset

Loan 2,231

Net exposure to foreign currency risk(assets) 2,231

Financial Liabilities

Trade payables 1,09,970

Lease Liability 3,55,497

Other payables for Capital goods 1,994

Net exposure to foreign currency risk(liabilites) 4,67,461

Net statement of financial position exposure 4,65,230


b) Currency risk

PLL imports LNG mainly from Qatar and Australia through long term chartered vessels. The foreign exchange involved in making payment to LNG suppliers, loading port charges and shipper is recovered from off-takers / customers under sale contract, both long term and short term. Company does not take any exposure on account of currency in Foreign Currency Loans by parallely taking derivatives to hedge against the the foreign exchange fluctuation on loan, if any. In respect of other payments on account of repair and capex of plant, operating expenses of plant and corporate offices etc. same are monitored on a regular basis to keep the open position at an acceptable level.


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Sensitivity analysis

A reasonably possible strengthening (weakening) of the INR against all other currencies at 31 March would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables (in particular interest rates) remains constant.

Impact of 10% movement in foreign exchange conversion rate

Profit or loss, net of tax Equity, net of tax

Strengthening Weakening Strengthening Weakening

31 March 2021

USD 31,322 (31,322) 31,322 (31,322)

EUR 15 (15) 15 (15)

31 March 2020

USD 34,813 (34,813) 34,813 (34,813)


c) Interest rate risk

The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company cash flow to interest rate risk. Company policy is to maintain most of its borrowings at fixed rate using interest rate swaps to achieve this when necessary especially if the borrowing is made in foreign currency. Company has some amount of loan taken from International Finance Corporation, which is at variable rate. The Company ensures that such amount is kept at an acceptable level. The investment of surplus funds made by company in debt based of mutual funds is also subject to this risk. Company makes investment in a manner which minimises such risk and also takes regular feedback from the market experts on such investments. The Company has also given loans to India LNG Transport Company (No. 3) Limited, Malta which is at Bank Rate and any change in Bank Rate will impact the earnings.

Exposure to interest rate risk

The interest rate profile of the Group’s interest-bearing financial instruments as reported to the management of the Group is as follows.

Nominal Amount

Variable-rate instruments

Financial assets

- Loan 2,122 2,231


- Variable rate borrowing 6,440 10,120

8,562 12,351

31 March 202031 March 2021

31 March 2021

Financial Asset : Loan 4.39% 2,122 100%

Financial Liability: IFC "A loan" 5.40% 6,440 100%

Average interest Balance % of total loans



31 March 2020


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Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss, and the Company does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

Cash flow sensitivity analysis for variable-rate instruments

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.


31 March 2021

Variable-rate instruments (32) 32 (32) 32

Cash flow sensitivity (net) (32) 32 (32) 32

31 March 2020



100 bpincrease

100 bpdecrease

100 bpincrease

100 bpdecrease

A change of 100 basis points in interest rates would have increased or decreased equity by Rs. 32 lac after tax (Previous year Rs. 59 lac). This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

48 Capital management

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital on a yearly basis as well as the level of dividends to ordinary shareholders which is given based on approved dividend policy.

The board of directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position.







Sd/-Rajan Kapur Vice president -Company Secretary Membership No - A10674



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INDEPENDENT AUDITOR'S REPORT To the Members of Petronet LNG Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying Consolidated Financial Statements of Petronet LNG Limited (“the Parent Company”) and its Joint Venture (collectively referred to as “the Group”), comprising of the Consolidated Balance Sheet as at March 31, 2021 and the Consolidated Statement of Profit and Loss (including other comprehensive income), Consolidated Statement of Change in Equity and the Consolidated Statement of Cash Flows for the year then ended and notes to the Consolidated Financial Statements, including a summary of significant accounting policies and other explanatory information prepared based on the relevant records (hereinafter referred to as the “Consolidated Financial Statement”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated Financial Statements give the information required by the Companies Act, 2013 (the “Act’) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the group as at March 31, 2021, of consolidated total comprehensive income (comprising of loss and other comprehensive income), consolidated changes in equity and its consolidated cash flows for the year then ended.

Basis for opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group and its joint ventures in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Consolidated financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained and the evidence obtained by the other auditors in term of their reports is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Impairment testing of Kochi Plant

The recoverable value of the Property Plant and Equipment’s capitalized under Kochi Plant of the Company are dependent on future demand from Kochi Plant.

The determination of recoverable amount of Kochi Plant is based on the value-in use derived from future free net cash flow based on management assumptions of operations for the coming years and from the terminal period. Significant judgement is required by the Management in determining value-in-use, including discount rate to be applied and cash flow projections based on availability of pipeline, demand of gas etc.

Accordingly, the impairment evaluation of Kochi Plant is considered to be a key audit matter.

1.We assessed the Company’s process of assessing the impairment requirement for Kochi Plant by reviewing the Impairment Study Report, carried out by an outside consultant appointed by the Company, and for verification of the same, following tests were performed: • Considered if the discounted cash flow models used to

estimate the recoverable amount of Kochi Plant, based on “Value in Use” (VIU) were in consistent with Indian Accounting Standard.

• Considered whether the forecasted cash flows in the impairment model were reasonable and based upon supportable assumptions

• Performed tests of the mathematical accuracy of the impairment model calculations.

We found management’s assessment that there is no immediate case of impairment of Kochi Plant based on VIU is reasonable.


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2. Accuracy o f recogn i t i on , measurement , presentation and disclosures of revenues and other related balances in view of requirement of Ind AS 115 “Revenue from Contracts with Customers”

The application of Ind AS 115 requires certain key judgements including identification of distinct performance obligations and transaction price

We assessed the Company’s process of identification of distinct performance obligations and transaction price and for the same we selected sample contracts, covering all type of revenue recognized by the Company and performed the following procedures:

• Considered the terms of the contracts to determine the transaction price specially to ascertain if there is any financing component in the arrangement where advances have been received from the customers.

• Read, analysed and identified the distinct performance obligations in these contracts.

• Compared these performance obligations with that identified and recorded by the Company.

• Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings.

Based on the work performed, we found the management’s assessment of determination of transaction price and identification of distinct performance obligation is reasonable

3. Determination of credit impairment on trade receivables

Trade Receivables are significant to the Company’s financial statements. The Collectability of trade receivables is a key element of the company’s working capital management. Due to complexity of contractual terms, as well as ongoing negotiations with customers, significant judgements are required to estimate whether any impairment provision is required against such receivable and accordingly, it was determined to be a key audit matter in our audit.

Our audit procedures in this area included the following:

• Assessed the design, implementation and operating effectiveness of internal controls over Management’s evaluation of the Expected Credit Loss on trade receivables including historical credit loss.

• Reviewed contractual terms subject to which revenue recognised and trade receivables outstanding in the books.

• Reviewed documents related to ongoing negotiation with the customers.

• Discussion with management over recoverability of outstanding dues

• Reviewing the adequacy and completeness of the disclosures in financial statement.

4. Contingent liabilities; There are various pending cases against which demand has been raised by different authority.

For legal and regulatory matters, our procedures included following:

• Assessing the processes and control over legal matters;

• Reviewing the Group’s significant legal matters and other contractual claims;

• Performing substantive procedures on the underlying calculations of potential liability;

• Where relevant, reading external legal opinions obtained by management;

• Where relevant, obtaining written confirmation from external legal counsels on the status of the cases

• Reviewing the adequacy and completeness of the company’s disclosures.

Based on the work performed, we found the disclosures made by the management in note 38(B) of the financial statements are sufficient.


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Other Information

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Company’s annual report (mainly Director’s Report, Corporate Governance Report, Business Responsibility Report and Management Discussion and Analysis of annual report) but does not include the Consolidated financial statements and our auditor’s report thereon. The other information in annual report except Corporate Governance Report i.e. Directors report, Business Responsibility report and Management Discussion and Analysis of Annual report is expected to be made available to us after the date of this auditors’ report.

Our opinion on the consolidated financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we have obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the information included in, Management Discussion and Analysis, Directors’ Report, and Business Responsibility Report and Other Information in Annual Report, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with the governance and other appropriate action as may be required.

Responsibilities of management and those charged with governance for the Consolidated Financial Statements

The Parent Company’s Board of Directors is responsible for the preparation and presentation of these Consolidated Financial Statements in terms of the requirement of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance, consolidated cash flows and changes in equity of the group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. The respective Board of Directors of the companies included in the group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of consolidated financial statements by the Directors of the Parent Company, as aforesaid.

In preparing the Consolidated financial statements, the respective Board of Directors of the Companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of companies included in the Group are responsible for overseeing the financial reporting process of the Group.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to

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provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Parent company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Consolidated financial statements, including the disclosures, and whether the Consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statement. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statement of which we are the independent auditors. For the other entities included in the consolidated financial statement, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audit carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Parent Company, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosures about the matters or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

The Consolidated Financial Statement includes the Group’s share of net profit of Rs.18.52 crores (including Other Comprehensive Income), for the year ended 31st March 2021, as considered in the consolidated financial results, in respect of its joint venture namely Adani Petronet (Dahej) Port Pvt. Ltd. (APPPL) and India LNG Transport Co No (4) Pvt. Ltd. (ILT4), whose financial statements/financial information have not been audited by us.

The financial statements of APPPL and ILT4 have been audited by other auditor whose report has been furnished to us by the management and our opinion, in so far as it relates to amounts and disclosures included in respect of such joint venture entity, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid jointly controlled entity, is based solely on the report of the other auditor

Our opinion on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matter with respect to our reliance on the work done and the report of the other auditor and the financial statement / financial information certified by the management.


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Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report, to the extent applicable that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statement.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statement have been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive income), the Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement dealt with by this report are in agreement with the books of account and the records maintained for the purpose of preparation of consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Parent company as on 31st March, 2021 taken on record by the Board of Directors of the parent company and the reports of the statutory auditors of its joint ventures incorporated in India, none of the directors of the parent company and its joint ventures in India is disqualified as on 31st March, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to Ind AS financial statements of the Parent Company and its joint ventures, which are companies incorporated in India and the operating effectiveness of such controls refer to our separate report in Annexure A.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

a. The Consolidated Financial Statements has disclosed the impact of pending litigations on its consolidated financial position of the group and it’s joint ventures. (Refer Note 38B to the Consolidated Ind AS financial statements).

b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses on. Refer Note 38 A (b) to the financial statements

c. There has been no delay in transferring amount, required to be transferred to the Investor Education and Protection Fund by the Parent Company & its joint venture incorporated in India.

2. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us by the Parent Company, and the reports of the statutory auditors of its joint ventures incorporated in India, the remuneration paid by the Parent to its directors during the year is in accordance with the provisions of section 197 of the Act.

For T R Chadha & Co LLPChartered Accountants Firm Registration No.: 006711N/N500028

Hitesh GargPartnerMembership No: 502955UDIN- 21502955AAAADJ6834

Place: New Delhi Date: 8th June 2021

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“Annexure A” as referred to in paragraph 1(f) of our report of even date

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the COMPANIES ACT, 2013 (“THE ACT”)

In conjunction with our audit of the consolidated Ind AS financial statements of the Company as of and for the year ended 31 March 2021, we have audited the internal financial controls over financial reporting of Petronet LNG Limited (“the Parent Company”) and its joint venture entity incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The Respective Board of Directors of the Parent Company and its joint venture entity, which are incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control with reference to consolidated financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls with reference to consolidated financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls with reference to consolidated financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to consolidated financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system with reference to consolidated financial statements and their operating effectiveness. Our audit of internal financial controls with reference to consolidated financial statements included obtaining an understanding of internal financial controls with reference to consolidated financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of Joint Venture, incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system with reference to consolidated financial statements.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that:

a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated financial statements.


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Inherent Limitations of Internal Financial Controls with reference to consolidated financial statements

Because of the inherent limitations of internal financial controls with reference to consolidated financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control with reference to consolidated financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to explanations given to us, the Parent Company and its joint venture entity, which are incorporated in India, have, in all material respects, an adequate internal financial controls system with reference to consolidated financial statements and such internal financial controls with reference to consolidated financial statements were operating effectively as at 31 March 2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to consolidated financial statements insofar as it relates to Joint venture company, which is a company incorporated in India, is based on the corresponding report of the auditor of such company incorporated in India.

For T.R. Chadha & Co LLPChartered Accountants(Firm Registration No. 006711N/N500028

Hitesh Garg(Partner)Membership No. 502955UDIN- 21502955AAAADJ6834

Date: 8th June 2021Place: New Delhi

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CONSOLIDATEDFINANCIAL

STATEMENTS 2020-21

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Consolidated Balance Sheet as at 31 March 2021(All amounts are in Rupees lac, unless otherwise stated)

As at 31 March 2021

Notes As at

31 March 2020

ASSETS

Non-current assets

Property, plant and equipment 3 7,28,078 7,69,647

Capital work-in-progress 4 2,548 468

Intangible assets 5 22 20

Right to Use assets 6 3,03,214 3,49,152

Investments in Joint Ventures 7 32,178 33,233

Financial assets

(i) Investments 8 0.13 0.13

(ii) Loans 9 2,122 2,231

(iii) Other non-current financial assets 10 451 5,437

Income tax assets (net) 11 10,053 13,065

Other non-current assets 12 14,149 8,555

Total Non-current assets 10,92,815 11,81,808

Current assets

Inventories 13 33,718 48,089

Financial assets

(i) Investment 14 1,38,519 18,467

(ii) Trade receivables 15 1,87,453 1,60,257

(iii) Cash and cash equivalents 16 84,933 97,602

(iv) Other bank balances 17 3,49,301 3,45,599

(v) Other current financial assets 18 18,639 30,852

Other current assets 19 3,626 4,016

Total Current Assets 8,16,189 7,04,882

Total Assets 19,09,004 18,86,690

EQUITY AND LIABILITIES

Equity

Equity share capital 20 1,50,000 1,50,000

Other equity 21 10,30,690 9,62,092

Total Equity 11,80,690 11,12,092

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Consolidated Balance Sheet as at 31 March 2021(All amounts are in Rupees lac, unless otherwise stated)

As at 31 March 2021

Notes As at

31 March 2020

Liabilities

Non-current liabilities


(i) Borrowings 22 2,300 6,439

(ii) Lease liability 23 3,32,165 3,58,851

Long-term provisions 24 3,088 1,486

Deferred tax liabilities (net) 25(B) 88,059 88,829

Other non-current liabilities 26 95,258 1,01,581

Total Non-current liabilities 5,20,870 5,57,186

Current liabilities


(i) Trade payables

- total outstanding dues of micro enterprise and small enterprises (MSME's) 865 -

- total outstanding dues of creditors other than MSME's 1,02,680 1,16,607

(ii) Other financial liabilities 27 39,618 48,179

Other current liabilities 28 57,538 50,814

Short-term provisions 29 6,743 1,812

Total Current liabilities 2,07,444 2,17,412

Total Liabilities 7,28,314 7,74,598

Total Equity and Liabilities 19,09,004 18,86,690


Other Notes on Accounts 38 to 50











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Consolidated Statement of Profit and Loss for the year ended 31 March 2021(All amounts are in Rupees lac, unless otherwise stated)

For the year ended

31 March 2021Notes

Revenue Revenue from operations 30 26,02,290 35,45,200 Other income 31 35,908 36,357

Total income 26,38,198 35,81,557

Expenses

Cost of materials consumed 32 20,68,150 30,49,594 Employee benefits expense 33 14,711 12,576 Finance costs 34 33,595 40,320 Depreciation and amotisation expense 35 78,409 77,613 Other expenses 36(A) 49,475 84,083 Total Expenses 22,44,340 32,64,186

Profit before exceptional items, share of net profits of equity accounted investees and tax 3,93,858 3,17,371

Share of profit of equity-accounted investees, net of tax 1,893 1,475 Profit before exceptional items and tax 3,95,751 3,18,846

Exceptional Items 36(B) - 7,206 Profit/ (Loss) before tax 3,95,751 3,11,640

Tax expense: Current tax (a) 25(A) 1,02,500 86,000 Deferred tax (b) 25(A) (672) (44,695)Total tax expense (a+b) 1,01,828 41,305

Profit/ (loss) for the period (A) 2,93,923 2,70,335

Other Comprehensive Income Items that will not be reclassified to Profit or Loss Remeasurement of defined benefit plans (380) (317)Income tax relateing to remeasurement of defined benefit plans 25(A) 96 80 Share of JV (41) (46)

Total Other Comprehensive income for the period (B) (325) (283)

Total Comprehensive Income for the period (A + B) 2,93,598 2,70,052

Earnings per equity share of Rs 10/- each 37 Basic (Rs) 19.59 18.02 Diluted (Rs) 19.59 18.02


Other Notes on Accounts 38 to 50 The accompanying notes are an integral part of these financial statements In terms of our report of even date








For the year ended

31 March 2020

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Consolidated Statement of Cash flows for the year ended 31 March2021(All amounts are in Rupees lac, unless otherwise stated)

A. Cash flow from operating activities

Net Profit before tax 3,95,751 3,11,640

Adjustment for:

Depreciation 78,409 77,613

Loss on the sale of fixed asset 58 5

Profit on sale /fair valuation of current Investment (4,193) (5,942)

Interest Expense 33,595 40,320

Foreign exchange (gain)/ loss on restatement of financial liabilities (8,420) 27,645

Share of Profit of JV (1,893) (1,475)

Interest Income (20,275) (27,614)

Excess provision written back (158) (487)

Operating profit before working capital changes 4,72,874 4,21,705

Movements in working capital :-

(Increase)/ Decrease in loans 109 261

(Increase)/ Decrease in inventories 14,371 8,855

(Increase)/ Decrease in trade receivables (27,038) (22,012)

(Increase)/ Decrease in other financial assets 6,522 (9,448)

(Increase)/ Decrease in Other assets (5,079) (549)

Increase / (Decrease) in trade payables (13,064) (12,430)

Increase / (Decrease) in other financial liabilities 161 401

Increase / (Decrease) in provisions 6,153 198

Increase / (Decrease) in other liabilities 400 (4,915)

Cash Generated from/ (used in) operations 4,55,410 3,82,066

Less: Income Tax Paid (net of refunds) (99,490) (95,755)

Net Cash generated from /(used in) operating activities (A) 3,55,920 2,86,311

B. Cash flow from investing activities

Net proceeds / (purchase) of property, plant and equipment (7,279) (4,078) and capital work in progress

Net proceeds / (purchase) of intangible assets (25) -

Dividend Received 2,907 900

Net proceeds/ (purchase) of investments (1,15,859) 69,964

Interest received 26,227 24,341

Net movement in fixed deposits 1,298 2,971

Net Cash Generated from/(Used in) Investing Activities (B) (92,731) 94,098




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C. Cash Flow from Financing Activities

Net proceeds/(Repayment) of Long Term Borrowings (3,680) (63,220)

Interest Expense Paid (33,596) (42,649)

Dividend paid (2,24,518) (1,80,833)

Lease Liability paid (14,064) (18,763)

Net Cash generated from / (used in) Financing Activities (C) (2,75,858) (3,05,465)

Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) (12,669) 74,944

Balance at the beginning of the year

Cash and cash equivalents at the beginning of the year 97,602 22,658


Note: The above Statement has been prepared under indirect method setout in Ind AS 7 "Cash Flow Statement". (refer note no. 16 for details of cash and cash equivalents.

Reconciliation between the opening and closing balances for liabilities arising from financing activities

Opening Balance 10,122 75,671

Financing Cash Flow (3,680) (63,220)

Non Cash Changes

Interest Accrued (1) (2,329)

Closing Balance 6,441 10,122




For the year ended 31 March 2020Particulars









Consolidated Statement of Cash flows for the year ended 31 March2021(All amounts are in Rupees lac, unless otherwise stated)

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Balance at the beginning of the year 1,50,00,00,088 1,50,000 1,50,00,00,088 1,50,000

Changes in equity share capital during the year - - - -

Balance at the end of the reporting period 1,50,00,00,088 1,50,000 1,50,00,00,088 1,50,000

As at 31 March 2021

No. of Shares Amount

As at 31 March 2020

No. of Shares Amount

(a) Equity share capital

(b) Other equity

Reserves & Surplus OCI

Debenture Redemption

Reserve

General Reserve

Retained earnings

Remeasurement of defined

benefit plans

Total

Balance at 31 March 2019 15,000 72,800 7,85,591 (333) 8,73,058


Restated balance at the beginning of the reporting period 15,000 72,800 7,85,591 (333) 8,73,058




Issue of bonus share - - - - -

Transfer to/(from) debenture redemption reserves (15,000) - 15,000 - -

Dividend paid - - (1,50,000) - (1,50,000)

Dividend distribution tax - - (31,018) - (31,018)

Balance at 31 March 2020 - 72,800 8,89,908 (616) 9,62,092


Restated balance at the beginning of the reporting period - 72,800 8,89,908 (616) 9,62,092




Transfer to/(from) debenture redemption reserves - - - - -

Dividend paid - - (2,25,000) - (2,25,000)

Dividend distribution tax - - - - -

Balance at 31 March 2021 - 72,800 9,58,831 (941) 10,30,690

Consolidated Statement of Changes in Equity for the year ended 31 March 2021(All amounts are in Rupees lac, unless otherwise stated)


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Consolidated Statement of Changes in Equity for the year ended 31 March 2021(All amounts are in Rupees lac, unless otherwise stated)

Nature and purpose of other reserves

General reserve

Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act 2013, the requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn.

Remeasurement of defined benefit plans

Remeasurements of defined benefit plans represents the following as per Ind AS 19, Employee Benefits:

(a) actuarial gains and losses

(b) the return on plan assets, excluding amounts included in net interest on the net defined benefit liability (asset); and

(c) any change in the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability (asset)









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1. Reporting Entity

Petronet LNG Limited referred to as “PLL” or “the Company” is domiciled in India. The Company’s registered office is at World Trade Centre, 1st Floor, Babar Road, Barakhamba Lane, New Delhi – 110001.

The Company was formed by Bharat Petroleum Corporation Limited (‘BPCL’), GAIL (India) Limited (‘GAIL’), Indian Oil Corporation Limited (‘IOCL’) and Oil and Natural Gas Corporation Limited (‘ONGC’) primarily to develop, design, construct, own and operate a Liquefied Natural Gas (‘LNG’) import and regasification terminals in India. PLL was incorporated on 2 April 1998 under the Companies Act, 1956 and received certificate of commencement of business on 1 June 1998. The Company is involved in the business of import and regasification of LNG and supply to BPCL, GAIL, IOCL and others. Presently, the Company owns and operates LNG Regasification Terminal with name plate capacity of 17.5 MMTPA at Dahej, in the State of Gujarat and 5 MMTPA at Kochi, in the State of Kerala.

2. Significant Accounting Policies

The Company has consistently applied the following accounting policies to all periods presented in the financial statements.

i. Basis of preparation

These financial statements have been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard (‘Ind AS’), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder; and by the Institute of Chartered Accountants of India, as applicable and other accounting principles generally accepted in India.

These financial statements were authorised for issue by the Board of Directors on 8th June’2021.

ii. Basis of measurement

The financial statements have been prepared on a historical cost basis except the following items, which are measured on alternative basis on each reporting date:

- Certain financial assets (including derivative instruments) that are measured at fair value

- Defined benefit liabilities/(assets): fair value of plan assets less present value of defined benefit obligation

iii. Principles of equity accounting

The consolidated financial statement of Petronet LNG Limited (‘the Company’) includes financial statements of Adani Petronet (Dahej) Port Pvt Ltd. and India LNG Transport Co (No 4) Ltd (‘the JV Company’), in both of which the Company owns 26% paid up share capital, collectively referred to as ‘the Group’.

The consolidated financial statements have been prepared on the following basis:

Joint ventures

Interests in joint ventures are accounted for using the equity method, after initially being recognised at cost in the consolidated balance sheet.

Equity accounting

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Company’s share of the post-acquisition profits or losses and other comprehensive income. Pre-acquisition period dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.

The carrying amount of equity accounted investments are tested for impairment in accordance with the policy described in note xvi below.

iv. Functional and presentation currency

These financial statements are presented in the Indian Rupee (‘INR’), which is the Company’s functional currency. All amounts have been rounded to the nearest lac, unless otherwise indicated.

v. Use of judgements and estimates

In preparing these financial statements, management has made judgements, estimates and assumptions that

Notes to the Consolidated Financial Statements for the year ended 31 March 2021


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affect the application of the Company’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

a. Judgements

Information about the judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the financial statements have been given below:

- Leases: Whether an arrangement qualifies as a lease under Ind AS 116 and in assessment of the lease term and discount rate. Judgement in exercised for assessing the lease term in arrangements where the option to extend or to terminate the lease exist. While doing so, the facts and circumstances are considered to decide economic merits and certainty of exercising an option.

- Classification of financial assets: assessment of business model within which the assets are held and assessment of whether the contractual terms of the financial asset are solely payments of principal and interest on the principal amount outstanding.

- Identification of distinct performance obligation based on assessment of the products and services in the contract and based on certain factors, determining point of satisfaction of the obligation whether it is at a specific point or over a period.

- Transaction Price determination: Transaction price could be fixed or variable with indexed based escalations. Transaction price is not adjusted for the time value of money in the case where advances are received from customers to secure long term contracts.

b. Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the financial statements for the year ended 31 March 2021 is included below:

- Impairment test: Estimates used for impairment of property, plant and equipment of separate cash generating unit, key assumptions underlying recoverable amounts:

- Useful life of property, plant & equipment

- Recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources

- Estimation of defined benefit obligation

- Estimation of current tax and deferred tax expense

- Estimation of expected credit loss on trade receivables

vi. Property, plant and equipment:

Recognition and measurement

Items of property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment loss, if any. The cost of assets comprises of purchase price and directly attributable cost of bringing the assets to working condition for its intended use including borrowing cost and incidental expenditure during construction incurred upto the date when the assets are ready to use. Capital work in progress includes cost of assets at sites, construction expenditure and interest on the funds deployed.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as a separate item (major components) of property, plant and equipment.

Any gain on disposal of property, plant and equipment is recognised in Profit and loss account.

On transition to the Ind AS, the Company has elected to continue with the carrying value of all its property, plant and equipment recognised as at 1 April 2015 measured as per the previous GAAP and use that carrying value as the deemed cost of the property, plant and equipment.


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Subsequent Measurement


Depreciation

Depreciation on fixed assets is calculated on Straight Line Method (SLM) using the rates arrived at based on the estimated useful lives given in Schedule II of the Companies Act, 2013. Useful life of the assets required to be transferred under Concession Agreement have been restricted up to the end of Concession Agreement.

Cost of leasehold land is amortized over the lease period.

Depreciation methods, useful lives and residual values are reviewed at each financial year end and changes, if any, are accounted for prospectively.

vii. Intangible assets

Intangible Assets are stated at cost less accumulated amortization and impairment loss, if any. Intangible assets are amortized on straight line method basis over the estimated useful life. Estimated useful life of the Software/Licenses is considered as 3 years.


viii. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial instruments also include derivative contracts such as foreign exchange forward contracts, cross currency interest rate swaps, interest rate swaps currency options and embedded derivatives in the host contract.

(A) Financial Assets


All financial assets are recognized initially at fair value (plus transaction costs attributable to the acquisition of the fnancial assets, in the case of financial assets are not recorded at fair value through profit or loss).

(b) Subsequent measurement and Classifications

The Company classifies its financial assets as subsequently measured at either amortised cost or fair value depending on the Company’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.

Business model assessment

The Company assesses the objective of a business model in which an asset is held at a portfolio level because this best reflects the way the business is managed, and information is provided to management.

Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a period, for other basic lending risks, costs (e.g. liquidity risk and administrative costs), and profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition.

(i) Financial Assets at amortised cost

A financial asset is measured at amortised cost only if both of the following conditions are met:



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- it is held within a business model whose objective is to hold assets to collect contractual cash flows.


After initial measurement, such financial assets are subsequently measured at amortised cost using the EIR method. Amortised cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance income in the profit or loss. The losses arising from impairment are recognized in the profit or loss.

(ii) Financial Assets at Fair Value through Other Comprehensive Income (FVOCI)

A financial asset is measured at amortized cost only if both of the following conditions are met:

- it is held within a business model whose objective is to hold assets in order to collect contractual cash flows.

- the contractual terms of the financial asset represents contractual cash flows that are solely payments of principal and interest.

On initial recognition, the Company makes an irrevocable election on an instrument-by-instrument basis to present the subsequent changes in fair value in other comprehensive income pertaining to investments in equity instruments, other than equity investments which are held for trading.

Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in the 'Reserve for equity instruments through other comprehensive income'. The cumulative gain or loss is not reclassified to profit or loss on disposal of the investments.

(iii) Financial Assets at Fair Value through Profit and Loss (FVTPL)

Investments in equity instruments are classified as at FVTPL, unless the Company irrevocably elects on initial recognition to present subsequent changes in fair value in other comprehensive income for investments in equity instruments which are not held for trading.

Other financial assets are measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognized in the statement of profit and loss.

(iv) Investment in Subsidiaries, Jointly Controlled Entities and Associates

Investment in subsidiaries, jointly controlled entities and associates are measured at cost less impairment as per the Ind AS 27 -Separate Financial Statements.

Impairment of investments:

The Company reviews carrying value of investments carried at cost or amortised cost annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for.

(c) Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e. removed from the Company’s balance sheet) when:

- The rights to receive cash flows from the asset have expired, or

- The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of


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the asset, the Company continues to recognize the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset derecognised) and the sum of (i) the consideration received (including any new asset obtained less any new liability assumed) and (ii) any cumulative gain or loss that had been recognised in the OCI is recognised in profit or loss.

(d) Impairment of financial assets

The Company assesses the expected credit losses associated with its assets carried at amortised cost and FVOCI debt instruments on a forward-looking basis. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

With regard to trade receivable, the Company applies the simplified approach as permitted by the Ind AS 109, Financial Instruments, which requires expected lifetime losses to be recognized from the initial recognition of the trade receivables.

For all other financial assets, expected credit losses are measured at an amount equal to the 12 month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial assets has increased significantly since initial recognition.

(B) Financial liabilities


Financial liabilities are classified at initial recognition as financial liabilities at fair value through profit or loss or amortised cost, as appropriate.

All financial liabilities are recognised initially at fair value and in the case of amortised cost, net of directly attributable transaction costs.

(b) Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

(i) Financial Liabilities measured at amortised cost

After the initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

(ii) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term.

Gains or losses on liabilities held for trading are recognised in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in the Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in



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the OCI. These gains/ losses are not subsequently transferred to the statement of profit and loss. However, the group may transfer the cumulative gain or loss within equity. All the other changes in fair value of such liability are recognised in the statement of profit or loss.

(c) Derecognition of financial liabilities

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.

(C) Modifications of financial assets and financial liabilities

Financial assets

If the terms of a financial asset are modified, the Company evaluates whether the cash flows of the modified asset are substantially different. If the cash flows are substantially different, then the contractual rights to cash flows from the original financial asset are deemed to have expired. In this case, the original financial asset is derecognised, and a new financial asset is recognised at fair value.

If the cash flows of the modified asset carried at amortised cost are not substantially different, then the modification does not result in derecognition of the financial asset. In this case, the Company recalculates the gross carrying amount of the financial asset and recognises the amount arising from adjusting the gross carrying amount as a modification gain or loss in profit or loss. If such a modification is carried out because of financial difficulties of the borrower, then the gain or loss is presented together with impairment losses. In other cases, it is presented as interest income.


The Company derecognises a financial liability when its terms are modified, and the cash flows of the modified liability are substantially different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognised in profit or loss.

ix. Inventories

Raw material, stores and spares are valued at lower of cost or net realizable value. Cost of raw material is determined on first-in, first-out principle for respective agreements of LNG.

Cost of stores and spares is determined on weighted average cost.

x. Revenue Recognition

The Company earns revenue primarily from providing regasification services and sale of RLNG.

(a) Sale of goods & services

Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those products or services. Revenue is recognised on output basis measured by units of gas dispatched, units of gas processed etc.

- Revenue from the sale of RLNG is recognised at the point in time when control is transferred to the customer at the point of dispatch

- Revenue from the sale of regassification services is recognised at a point in time when the control of RLNG is transferred to the customers at the point of dispatch.

Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, credits, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers.

Contract assets are recognised when there is excess of revenue earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms.

The billing schedules agreed with customers include periodic performance-based payments and / or


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milestone-based progress payments. Invoices are payable within contractually agreed credit period.

The Company disaggregates revenue from contracts with customers by the nature of goods and services.

(b) Interest income

Interest income is recognized using the Effective Interest Rate (‘EIR’) method. The EIR is the rate that exactly discounts the estimated future cash receipts through the expected life of the financial instrument or a shorter period, where appropriate to the net carrying amount of the financial asset. The EIR is computed basis the expected cash flows by considering all the contractual terms of the financial instrument. The calculation includes all fees, transaction costs, and all other premiums or discounts paid or received between parties to the contract that are an integral part of the effective interest rate.

(c) Dividend income

Dividend income is recognised, when the right to receive the dividend is established.

xi. Foreign currency transactions

(a) Foreign currency transactions are recorded at the exchange rate prevailing on the date of the transaction.

(b) Monetary items denominated in foreign currencies (such as cash, receivables, payables etc.) outstanding at the year end, are translated at exchange rates applicable on year end date.

(c) Non-monetary items denominated in foreign currency (such as fixed assets) are valued at the exchange rate prevailing on the date of transaction and carried at cost.

(d) Any gains or losses arising due to exchange differences arising on translation or settlement are accounted for in the Statement of Profit and Loss.

xii. Employee benefits

a) Short term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

b) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided. The Company has following defined contribution plans:

a) Provident Fund

b) Superannuation Fund

c) Defined benefit plans

The Company has only two Defined benefit plan – Gratuity and post-retirement medical benefit. The Company net obligation in respect of defined benefit plan is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, a consideration is given to any applicable minimum funding requirements.

Re-measurement of the net defined benefit liabilities, which comprises of actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in Other Comprehensive Income. Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate, used to measure the net defined liability (asset), to the net defined liability (asset) at the start of the financial year after considering any changes as a result of contribution



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and benefit payments during the year. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Company recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

d) Other long-term employee benefits

The Company’s net obligation in respect of long-term employee benefits is the amount of future benefit that the employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Re-measurements are recognised in profit or loss in the period in which they arise.

The Company has following long term employment benefit plans:

Leave encashment

Leave encashment is payable to eligible employees at the time of retirement. The liability for leave encashment is provided based on actuarial valuation as at the Balance Sheet date, based on Projected Unit Credit Method, carried out by an independent actuary.

xiii. Borrowing Cost

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

Other borrowing costs are expensed in the period in which they are incurred.

xiv. Income tax

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in Other Comprehensive Income’

a. Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date.

Current tax assets and liabilities are offset only if, the Company:

a) Has a legally enforceable right to set off the recognised amounts; and

b) Intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

b. Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit nor loss.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

Unrecognized deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.


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Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset only if:

a) The entity has a legally enforceable right to set off current tax assets against current tax liabilities; and

b) The deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.

xv. Interest in Joint Ventures

Interests in joint ventures accounted for using the equity method are recognised at cost.

xvi. Impairment of non-financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication on impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash generating units (CGU).

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment loss in respect of assets other than goodwill is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

xvii. Provisions

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

xviii. Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.

The board of directors of Petronet LNG Limited has been identified as being the chief operating decision maker by the Management of the Company. Refer note 39 for segment information presented.

xix. Cash and cash equivalents

Cash and cash equivalents comprises of cash at bank and in hand and short-term money market deposits with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.



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xx. Lease Accounting

The Company measures the lease liability at present value of remaining lease payments discounted using the weighted average incremental borrowing rate as at the date of initial application and Right of Use asset is measured at an amount equal to lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the balance sheet immediately before the date of initial application.

The Company as a lessee

The Company considers whether a contract is or contains a lease. A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period in exchange for consideration’. To apply this definition, the Company assesses whether the contract meets three key evaluations which are as following:

- Whether the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Company

- the Company has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract

- the Company has the right to direct the use of the identified asset throughout the period of use. The Company assess whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use.

Measurement and recognition

At lease commencement date, the Company recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Company, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

The Company depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Company also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Company’s incremental borrowing rate.

Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is re-measured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.

When the lease liability is re-measured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero.

The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term.

The Company as a lessor

At the inception of the lease the Group classifies each of its leases as either an operating lease or a finance lease. The Company recognises lease payments received under operating leases as income on a straight-line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor’s net investment in the lease. When the Company is an intermediate lessor it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.


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PETRONETLNGLIMITED

212

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---1----•1---

t-

--------- --------

ANNUALREPORT2020-21

213

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...


-------------------------

PETRONETLNGLIMITED

214

Notes to the Consolidated financial statements for the year ended 31 March 2021 (All amounts are in Rupees lac, unless otherwise stated)

As at 31 March 2021

As at 31 March 2020

7 Investments in Joint Ventures

Investment in equity instruments (fully paid-up) (Unquoted at cost)

9,00,00,000 Equity Shares (previous year 9,00,00,000) of Rs. 10 each,

fully paid up in Adani Petronet (Dahej) Port Pvt. Ltd. 24,723 22,507

1,10,36,558 Equity Shares (previous year 1,10,36,558) of USD 1 each

(INR equivalent Rs. 67.40 each), fully paid up in India LNG Transport

Co (No 4) Pvt Ltd. (Pledged with Sumitomo Mitsui Banking Corporation) 7,455 10,726

32,178 33,233


Aggregate book value of un-quoted investments 32,178 33,233

Interests in Joint venture (equity accounted)

A. Adani Petronet (Dahej) Port Pvt. Ltd. ('APPPL') is a joint venture in which the Company has joint control and a 26% ownership interest. It is one of the Company’s strategic investments and is principally engaged in managing a Solid Cargo Port. The Solid Cargo Port is faciliating import/export of bulk products like coal, steel and fertilizer etc since August 2010 at Dahej Port, India.

APPPL is structured as a separate vehicle and the Company has a residual interest in the net assets of APPPL. Accordingly, the Company has classified its interest in APPPL as a joint venture.

B. India LNG Transport Co (No 4) Pvt. Ltd. ('ILT4') is joint venture in which the Company has joint control and a 26% ownership interest. It is one of the Company’s strategic investments and is primarily engaged in transportation of LNG from Gorgon, Australia to Kochi & Dahej terminals through a cargo vessel. The joint venture has the principal place of business in Singapore.

ILT4 is structured as a separate vehicle and the Company has a residual interest in the net assets of ILT4. Accordingly, the Company has classified its interest in ILT4 as a joint venture.

Since both the joint venture companies are unlisted, the quoted market price is not available

Summarised financial information for joint ventures

A. The following table summarises the financial information of APPPL as included in its own financial statements, adjusted for fair value adjustments at acquisition and differences in accounting policies. The table also reconciles the summarised financial information to the carrying amount of the Company’s interest in APPPL.

APPPL

31 March 2021 31 March 2020

Percentage ownership interest 26% 26%

Non-current assets 1,01,547 1,07,586

Current assets (including cash and cash equivalents) 5,910 9,953

Non-current liabilities (3,618) (20,564)

Current liabilities (7,780) (9,440)

Net assets (100%) 96,059 87,535

Company’s share of net assets (26%) 24,975 22,759

Adjustment on account of deemed cost exemption taken by Company (252) (252)

Carrying amount of interest in joint venture 24,723 22,507

---1----•1---

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ANNUALREPORT2020-21

215

Notes to the Consolidated financial statements for the year ended 31 March 2021 (All amounts are in Rupees lac, unless otherwise stated)

For the year ended

31 March 2021 31 March 2020

Revenue 29,231 32,889

Depreciation and amortisation 7,353 7,314

Interest income - 115

Interest expense 1,755 3,372

Income tax expense 151 1,363

Profit/ (loss) from continuing operations 8,681 7,772

Other comprehensive income (157) (177)

Total comprehensive income 8,524 7,595

Company’s share of profit/ (loss) from continuing operations (26%) 2,257 2,020

Company’s share of other comprehensive income (26%) (41) (46)

Company’s share of total comprehensive income (26%) 2,216 1,974

Dividends received by the Company - 900

B. The following table summarises the financial information of ILT4 as included in its own financial statements, adjusted for

fair value adjustments at acquisition and differences in accounting policies. The table also reconciles the summarised

financial information to the carrying amount of the Company’s interest in ILT4.

ILT4

31 Dec 2020 31 Dec 2019

Percentage ownership interest 26% 26%

Non-current assets 1,14,239 1,31,010

Current assets (including cash and cash equivalents) 10,060 17,497

Non-current liabilities (1,01,595) (1,12,301)

Current liabilities (7,499) (8,422)

Net assets (100%) 15,205 27,784

Company’s share of net assets (26%) 3,953 7,224

Goodwill 3,502 3,502

Carrying amount of interest in joint venture 7,455 10,726

For the year ended

31 Dec 2020 31 Dec 2019

Revenue 24,834 16,671

Depreciation and amortisation 5,370 3,792

Interest income - -

Interest expense 8,409 6,392

Income tax expense - -

Profit/ (loss) from continuing operations (1,400) (2,097)

Other comprehensive income - -

Total comprehensive income (1,400) (2,097)

Company’s share of profit/ (loss) from continuing operations (26%) (364) (545)

Company’s share of other comprehensive income (26%) - -

Company’s share of total comprehensive income (26%) (364) (545)

Dividends received by the Company 2,907 -

ILT4 prepares its financials on calender year basis and its financials for the period 1 January 2021 to 31 March 2021 are

not available. No material transaction has happened during the quarter which requires significant adjustment.


-------------------------

PETRONETLNGLIMITED

216

Notes to the Consolidated financial statements for the year ended 31 March 2021(All amounts are in Rupees lac, unless otherwise stated)

8 Investments

Investments carried at fair value through profit and loss account (Unquoted) Investment in equity instruments (fully paid-up)

300 Ordinary Shares (previous year 300) of US$ 1 each, fully paid up in India LNG 0.13 0.13 Transport Company (No. 3) Limited, Malta (Rs. 13,476) (Pledged with Sumitomo Mitsui Banking Corporation)

0.13 0.13


Aggregate book value of un-quoted investments 0.13 0.13

9 Loans


Loan to others 2,122 2,231

2,122 2,231

10 Other non-current financial assets


Security deposits

- with Government authorities 207 199

- with Others 216 209

Employee advances 28 29

Balances with banks in deposit accounts having remaining maturity more than 1 year - 5,000

451 5,437

11 Income tax assets (net)

Advance tax (Net of Provision for Income Tax) 10,053 13,065

10,053 13,065

12 Other non-current assets


Capital advances 400 -

Taxes and Duties recoverable (Refer note 38B - d,f,h) 13,749 8,555

14,149 8,555

13 Inventories

Raw materials 26,092 40,667

Stores and spares 7,496 7,296

Stores and spares in transit 130 126

33,718 48,089

(Refer note 2(ix) on valuation)

As at 31 March 2021

As at 31 March 2020

---1----•1---

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ANNUALREPORT2020-21

217


As at 31 March 2021

As at 31 March 2020

14 Current financial investments

Investments carried at fair value through profit and loss account (Quoted)

Mutual funds 1,38,519 18,467

1,38,519 18,467

Aggregate book value of quoted investments 1,38,519 18,467

Aggregate book value of un-quoted investments NIL NIL

15 Trade receivables

Unsecured and considered good

-from related parties 1,82,730 1,51,427

-from others 4,723 8,830

Unsecured and considered credit impaired

- from related parties 21 178

Less: Allowances for doubtful receivables (21) (178)

1,87,453 1,60,257

i) In view of expected increase in capacity utilisation at Kochi terminal, the customers of the Company are asking for lower regasification tariff for Kochi Terminal w.e.f. 1st April 2019. The Company is in discussion with its customers for volumes tied up with respect to the said terminal and pending the finalisation of tariff the Company has recognised revenue on the basis of offered regasification tariff. The management is confident that revised price will not be materially different from the offered tariff and there will not be any material financial impact on the Company on account of revision of regasification tariff for Kochi Terminal.

ii) The Company has invoiced Rs. 19,844 Lacs (excluding GST) as “Use or Pay charges” to its 3 customers, over a period of 4 years, for under utilisation of committed regasification facility at Dahej Plant, as per the terms of long-term regasification agreement and booked the same as income in respective years. Till 31st March 2021, total amount of Rs. 14,392 Lacs (excluding GST) has been withheld and Rs. 5,452 Lac (excluding GST) has been paid under protest. The Company is in discussion with respective customers for resolution of the issue. The company is confident that issue will be resolved in due course and no material adjustment is expected on settlement.

16 Cash and cash equivalents

Balance with banks:

- In current account 283 828

- In term deposits (with original maturity of less than 3 months) 84,650 96,774

Cash in hand 0.3 0.2

84,933 97,602

17 Other bank balances

In term deposits (with maturity of more than 3 months but less than 12 months) 3,47,300 3,44,080

In earmarked accounts

- Unclaimed dividend account 2,001 1,519

3,49,301 3,45,599

18 Other current financial assets

Interest accrued on term deposits 7,149 13,101

Advance to related party (refer note no 44B) 275 -

Unbilled Revenue* 11,215 17,751

18,639 30,852

As at 31 March 2021

As at 31 March 2020


-------------------------

PETRONETLNGLIMITED

218

As at 31 March 2021

As at 31 March 2021

No. of Shares No. of Shares Percentage Percentage

As at 31 March 2020

As at 31 March 2020

*Movement in contracts assets during the year


Revenue recognised during the year 11,215 17,751

Invoices raised during the year (17,751) (7,537)


19 Other current assets

Advances to vendors 720 1,765

Taxes and duties recoverable 1,617 727

Prepaid expenses 1,282 1,513

Other Miscellaneous Advances 7 11

3,626 4,016

Promoters' Holding

Bharat Petroleum Corporation Ltd. 18,75,00,000 12.5% 18,75,00,000 12.5%

GAIL (India) Ltd. 18,75,00,000 12.5% 18,75,00,000 12.5%

Indian Oil Corporation Ltd. 18,75,00,000 12.5% 18,75,00,000 12.5%

Oil & Natural Gas Corporation Ltd. 18,75,00,000 12.5% 18,75,00,000 12.5%

d. Shareholders holding more than 5% shares in the company

Number of Shares

Amount

20 Share capital

Authorised:


Issued, subscribed & fully paid up:

1,50,00,00,088 (31 March 2020 - 1,50,00,00,088) equity Shares of Rs.10/- each 1,50,000 1,50,000

1,50,000 1,50,000

a. Terms and rights attached to equity shares

The Company has only one class of equity shares each having a par value of Rs. 10/- per share. They entitle the holder to participate in dividend and to share in the proceeds of winding up of the company in proportion to the number of and amounts paid on the shares held. Every holder of equity shares present at a meeting in person or by proxy, is entitled to one vote per share.

b. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

c. Reconciliation of number of shares outstanding at the beginning and end of the year :


Equity Shares issued during the year in consideration for cash - -

Equity Shares issued during the year in consideration other than cash - -



---1----•1---

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ANNUALREPORT2020-21

219

As at 31 March 2020

As at 31 March 2021

21 Other equity

a. Debenture redemption reserve

Balance at the beginning of the year - 15,000

Addition/ (Deduction) during the year - (15,000)

Balance at the end of the year - -

b. General reserve


Add: Transfer from surplus balance in the statement of Profit & Loss - -


c. Retained earnings


Add: Profit for the year after taxation as per statement of Profit and Loss 2,93,923 2,70,335

Less: Transfer to/(from) debenture redemption reserves - 15,000

Less: Dividend on equity shares (2,25,000) (1,50,000)

Less: Dividend distribution tax on equity shares - (31,018)

9,58,831 8,89,908

d. Remeasurement of defined benefit plans

Balance at the beginning of the year (616) (333)

Addition during the year (325) (283)

Balance at the end of the year (941) (616)

Total Equity (a+b+c+d) 10,30,690 9,62,092

Dividend

Cash dividend on equity shares declared and paid :

Final dividend for the year ended 31 March 2020 @ Rs 7 per share (Rs. 4.5

per share for the year ended 31 March 2019) 1,05,000 67,500

Dividend Distribution tax on final dividend - 13,875

Interim dividend for the year ended 31 March 2021 Rs 8 per share (Rs 5.5

per share for the year ended 31 March 2020) 1,20,000 82,500

Dividend Distribution tax on interim dividend - 16,958

2,25,000 1,80,833

Proposed Dividends on Equity Shares :

Proposed dividend for the year ended 31 March 2021 Rs 3.5

per share (31 March 2020: Rs. 7 per share)* 52,500 1,05,000

- -

52,500 1,05,000

*Proposed dividend on equity shares are subject to the approval at the annual general meeting and have not been

recognised as liabilities.



-------------------------

PETRONETLNGLIMITED

220

As at 31 March 2021

As at 31 March 2021

As at 31 March 2020

As at 31 March 2020

22 Borrowings

Term loans (Secured)

- From other than bank 2,301 6,441

2,301 6,441

Less: Interest accrued (1) (2)

2,300 6,439

a. Term Loans are secured by first ranking mortgage and first charge on pari passu basis on all movable and immovable

properties, both present and future including current assets except on trade receivables on which second charge is

created on pari passu basis.

Repayment Terms

Year of Maturity

Effective Rate of Interest p.a.

Carrying Amount

Loan From

IFC ( Washington) Half yearly 2022 5.26% 6,441 10,122

6,441 10,122

Less: Interest accrued but not due on borrowings (1) (2)

Less : Shown in current maturities of Long term debt (4,140) (3,681)

Balance shown as above 2,300 6,439

23 Lease Liability

Lease Liability (refer note no 2 (xx) and 41) 3,32,165 3,58,851

3,32,165 3,58,851

24 Long-term provisions


- Compensated Absences (Refer note 43(iii)) 2,263 1,486

- Post retirement medical benefits 825 -

3,088 1,486


Term of repayment and interest are as follows :

---1----•1---

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ANNUALREPORT2020-21

221


For the yearended

31 March 2021

For the yearended

31 March 202025 Income Tax

A Income Tax Expenses

i) Amounts recognised in profit or loss

Current tax expense

Current year 1,02,500 86,000

Adjustment for prior years - -

1,02,500 86,000

Deferred tax expense

Changes in recognised temporary differences (672) (44,695)

(672) (44,695)

Total Tax Expense 1,01,828 41,305

ii) Deferred Tax related to items recognised in Other Comprehensive Income

Remeasurements of defined benefit liability 96 80

96 80

iii) Reconciliation of effective tax rate For the year ended

31 March 2021 For the year ended

31 March 2020

Rate Amount Rate Amount

Profit before tax from continuing operations 25.17% 395,751 25.17% 310,165

Tax using the Company’s domestic tax rate 99,603 78,062

Tax effect of:

Non-deductible expenses 0.56% 2,225 0.20% 620

Non-taxable income - - - -

Tax-exempt income - -

Impact on deferred tax due to decrease in future tax rate* - - -12.05% (37,377)

Changes in estimates related to prior years - - - -

Total Tax Expenses 25.73% 101,828 13.32% 41,305

*The Company during the previous year has elected to exercise the option of lower tax rate of 25.17% under Section

115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019. Impact of

remeasurement of deferred tax liabilities (DTL) on account of the above option is reversal of DTL by Rs Nil (Rs 374

Crore during the year ended on 31st March 2020)


-------------------------

PETRONETLNGLIMITED

222

B Deferred Tax Liabilities (Net)

Movement in deferred tax balances

As at 31 March 2020

As at 31 March 2019

Recognized in P&L

Recognized in P&L

Recognized in OCI

Recognized in OCI

As at 31 March 2021

As at 31 March 2020

Deferred Tax Assets

Employee benefits 400 93 96 589

Trade receivables 45 (40) - 5

Right to Use Asset 12,573 2,420 - 14,993

Sub- Total (a) 13,018 2,473 96 15,587


Property, plant and equipment 1,01,780 1,738 - 1,03,518

Current Investments (2) 52 - 50

Others 69 9 - 78

Sub- Total (b) 1,01,847 1,799 - 1,03,646

Net Deferred Tax Liability (b)-(a) 88,829 (674) (96) 88,059

Deferred Tax Assets

Employee benefits 433 (113) 80 400

Trade receivables 1,436 (1,391) - 45

Right to Use Asset 12,573 12,573

Sub- Total (a) 1,869 11,069 80 13,018


Property, plant and equipment 1,35,369 (33,589) - 1,01,780

Current Investments 103 (105) - (2)

Others - 69 69

Sub- Total (b) 1,35,472 (33,625) - 1,01,847

Net Deferred Tax Liability (b)-(a) 1,33,603 (44,694) (80) 88,829


As at 31 March 2021

As at 31 March 2020

26 Other non-current liabilities

Revenue received in advance*

- from related parties (See Note No 44) 68,638 71,650

- from others 26,620 29,931

95,258 1,01,581

* The Company has entered into long term agreements for 20 years for providing LNG regasification services (w.e.f. Sept' 2016) by allocating 7 MMTPA out of the total regasification capacity from its Dahej terminal. The advance received by the Company is adjustable against charges on regasification service during the course of the agreement

---1----•1---

--------- --------

ANNUALREPORT2020-21

223


Contracts liability

Non-Current Portion of Contracts liability (note 26) 95,258 101,581

Current Portion of Contracts liability (note 28) 16,781 17,581

Total 1,12,039 1,19,162

Movement in Contracts liability


Revenue recognised during the year (17,581) (10,874)

Advance received during the year 24,557 10,553

Balance at the end of the year 1,19,162 1,19,162

27 Other current financial liability

Current maturities of long-term debt (other parties) 4,140 3,681

Lease Liability (refer note no 2 (xx) and 41) 26,688 34,342

Interest accrued but not due on borrowings 1 2

Unpaid dividend 2,001 1,519

Other payables for:

- Capital goods 6,439 8,447

- Security deposits / Retention money 349 188

39,618 48,179

28 Other current liabilities

Statutory dues 37,563 31,566

Revenue received in advance

- related parties (Refer note No 44) 13,155 10,051

- others 3,626 7,530

Purchase price adjustment of LNG 2,437 -

Other payables 757 1,667

` 57,538 50,814

29 Short-term provisions


- Gratuity (Refer note 43) 259 -

- Compensated Absences (Refer note 43) 77 101

- Incentives 1,868 1,711

- Post Retirement Medical Benefit Scheme 7 -

Provision for Unspend CSR 4,532 -

6,743 1,812

As at 31 March 2021

As at 31 March 2020


-------------------------

PETRONETLNGLIMITED

224

As at 31 March 2021

As at 31 March 2020

30 Revenue from operations

Sale of RLNG 23,71,558 33,11,815

Regasification services 2,26,467 2,26,387

Other operating revenues 4,265 6,998

26,02,290 35,45,200

31 Other Income

Interest income from financial assets measured at amortised cost

- on bank deposits 20,169 27,416

- on shareholders' loan 96 196

Other Interest Income 10 2

Gain on sale/fair value of Investments 4,193 5,942

Foreign exchange fluctuations (net) 8,420 -

Excess provision/ liability written back 158 487

Miscellaneous income 2,862 2,314

35,908 36,357

32 Cost of materials consumed

Opening Stock of LNG 40,667 30,814

Add: Purchases 20,53,575 30,59,447

Less: Closing Stock of LNG 26,092 40,667

20,68,150 30,49,594

33 Employee benefits expense

Salaries and wages 11,660 10,789

Contribution to provident and other funds 2,202 1,181

Staff welfare expenses 849 606

14,711 12,576

34 Finance cost

Interest on long term loans 566 4,066

Interest on short term loans 52 124

Other borrowing costs 789 845

Interest on Lease Commitments 32,188 35,285

33,595 40,320

35 Depreciation and amortisation expense

Depreciation on tangible assets 43,157 42,370

Amortisation on intangible assets 23 85

Amortisation on ROU assets 34,084 35,158

Impairment provision on Asset 1,145 -

78,409 77,613


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36 A) Other expenses

Stores and spares consumed 4,018 2,619

Power and fuel 18,112 23,136

Repairs and maintenance:

- Buildings 910 502

- Plant and machinery 1,541 1,123

- Others 197 165

Dredging expenses 3,495 3,463

Rent 649 558

Rates and taxes 2,152 1,978

Insurance 2,264 1,282

Travelling and conveyance 1,122 1,606

Legal, professional and consultancy charges 2,516 1,829

Foreign exchange fluctuations (net) - 27,645

Directors' sitting fees 65 24

Loss on sale/ write off of property, plant and equipment (net) 58 5

Corporate social responsibility (Refer note 46) 6,342 11,625

Others expenses 6,034 6,523

Total 49,475 84,083

B) Exceptional Items

Lease Rent Arrears * - 7,206

- 7,206

* To secure against future escalation in lease rent for the Kochi LNG Terminal and also to settle ongoing litigations with the

Cochin Port Trust (CPT), the Company had entered into one-time settlement of lease rent to CPT (for the period from 2010

to 2039). Accordingly expenses of Rs. Nil (Rs 7,206 lac for the year ended 31st March, 2020) has been recognised as an

exceptional item.

37 Earning per share (EPS)

Profit/ (loss) for the period 2,93,923 2,70,335

Weighted average number of equity shares of Rs. 10/- each (In lac) 15,000 15,000

EPS - Basic and Diluted (Rs) 19.59 18.02

As at 31 March 2021

As at 31 March 2020



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38 Contingent liabilities, contingent assets and commitments

A. Commitments

a. Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for Rs 11,630 lac (as on 31 March 2020 Rs. Nil).

b. The Company has entered into following long term LNG purchase agreements:

a. 7.5 MMTPA with Ras Laffan Liquified Natural Gas Company Limited (2), Qatar for a period upto April 2028.

b. 1.44 MMTPA with Mobil Australia Resources Company PTY Ltd, Australia for a period upto 2035.

Since the Company has entered into materially back to back sale agreements against the above purchase agreements, there is no foreseeable loss on these agreements as on the balance sheet date. The Company has issued Standby Letter of Credit of Rs. 3,10,898 lac (Rs. 4,31,924 lac as on 31 March 2020) to Ras Laffan Liquified Natural Gas Company Limited (2) and Rs. 80,954 lac (Rs 78,334 lac as on 31 March 2020) to Mobil Australia Resource Company PTY Ltd against the Long Term Purchase Agreements.

B. Contingent Liabilities

In the ordinary course of business, the Company faces claims and assertions by various parties. The Company assesses such claims and assertions and monitors the legal environment on an ongoing basis with the assistance of internal legal team. The Company records a liability for any claims where a potential loss is probable and capable of being estimated and discloses such matters in its financial statements, if material. For potential losses that are considered possible, but not probable, the Company provides disclosure in the financial statements but does not record a liability in its accounts unless the loss becomes probable.The following is a description of claims and assertions where a potential loss is possible, but not probable. The Company believes that none of the contingencies described below would have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

a. The Collector of Electricity Duty, Gandhinagar (Gujarat) had issued notices classifying the business activities of the Company as “Storage (HTP-IIA)” instead of “Industrial Undertaking (HTP I)” and hence levied Electricity Duty @ 45% (revised rates @25%) instead of 20% (Revised rate @15%) of the consumption charges. The Company has challenged the legality and validity of the notices by way of writ petitions before the Hon'ble High Court of Gujarat who had quashed the supplementary bill/demand notice and remanded the case back to the Collector of Electricity Duty vide order dated 1 July 2014. The Company has made its submissions before the Collector of Electricity Duty, Gandhinagar and the order is awaited. The total demand till 31 March, 2021 is Rs. 7,357 lac (as on 31 March 2020 Rs. 6,156 lac).

b. The Collector of Stamps, Bharuch had issued notice to the Company to pay stamp duty @ Re.1 per Rs.1000/ or part thereof of the value mentioned in the Delivery Order of the goods imported through ports in Gujarat pursuant to the amendment to Section 24 of the Bombay Stamp Act, 1958. The Hon’ble High Court of Gujarat has quashed the notice. Stamp authorities have filed Special Leave Petition (SLP) in Hon'ble Supreme Court against the same and the case is pending as on date. The potential liability from the effective date of amendment i.e. 1 April 2006 till 31 March 2021 on the CIF value would be Rs. 29,514 lac (Rs. 27,673 lac as on 31 March 2020).

c. The Company has received refund of Rs.112 lac, Rs.284 lac and Rs.346 lac from Customs department vide CESTAT order dated 7 November 2013, 9 September 2011 and 31 May 2010 respectively mainly pertaining to custom duty on short landing of LNG. The Custom Authorities have filed appeal against the order of the CESTAT with the Hon’ble High court of Gujarat and the outcome of the case is pending as on date.

d. Taxes and duties recoverable includes custom duty recoverable amounting to Rs.959 lac (in relation to short landing of LNG under spot purchase agreement). The company has received favourable order in respect of the above issue from Commissioner (Appeals) and CESTAT. However, the refund of the custom duty has been denied by department and Commissioner (Appeals) on the ground of time barred refund application. The company has preferred an appeal against the above order with CESTAT and received a negative order. Company filed an WRIT Petition with Hon'ble Gujarat High Court against the CESTAT order, and got favourable ruling. The Company has got refund of the above


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amount (Rs 959 lac) in June 2020. The department has preferred an appeal with Hon'ble Supreme Court against the order of Hon’ble High court of Gujarat, the outcome of which is pending as on date.

e. The company had received demand for Service Tax on vessel hire charges for the period 16 May 2008 to 30 September

2009 amounting to Rs.4,005 lac (including Interest). The Company had paid the demand under protest and preferred an

appeal before CESTAT against the above demand and received favourable order on 24 October 2013. The Company had

received the refund (including interest), however the department had preferred an appeal against the CESTAT order

before the Hon'ble Supreme Court, the outcome of which is pending as on 31.03.2021.

f. The Principal Commissioner of service tax has issued order against the company regarding service tax demand on boil off

quantity of LNG during regasification process (for the period April 2009 to March 2015) amounting to Rs.1,780 lac. The

company paid the demand under protest amounting to Rs.3,256 lac (including interest and penalty). Further, the company

had suo moto paid service tax and interest amounting to Rs.2,039 lac under protest for the period April’15 – June'17. The

company has received preferable order from CESTAT/Commissioner of service tax in respect of amount deposited by the

company .However, refund against the amount deposoited by the company is pending to be received from department as

on 31.03.21.

g. Kochi terminal of the Company is having Co-developer status in Puthuvypeen SEZ (PSEZ). As a Co-developer, it is

entitled for the tax and duty benefits on the materials/ services received for authorized operation of its Kochi terminal. After

exit of only unit ( viz GAIL) from this SEZ , PSEZ officials have denied endorsement of certain service invoices on which tax

benefits were availed. Total amount of tax benefits availed on such invoices is Rs. 4,776 lac during the period from April

2019 to Februry 2020. In case invoices are not endorsed, refund of GST/ input credit may be denied to the vendors which

may be claimed by some of the vendors from the Company. Matter is appropriately taken up with the SEZ authorities.

h. The Company has filed Service Tax Refund Application for services availed in the Special Economic Zone for the LNG

Terminal at Kochi, amounting to Rs.1,526 lac (as on 31 March 2020 Rs.1,652 lac). The Company has received the

favourable order from CESTAT for Rs.774 lac, refund of which is pending as on 31 March 2021 on account of further query

by Assistant Commissioner. For balance Rs. 752 lac, the application is pending at Assistant Commissioner level as on

date.

i. There are certain claims amounting Rs. 25,131 lac plus interest and cost of arbitration as on 31 March 2021 made by a

Contractor against capital works for which the Company has also made certain counter claims. The claim includes two

matters of arbitration amounting to Rs. 10,666 lac plus interest and cost of arbitration and Rs. 14,465 lac plus interest and

cost of arbitration for Kochi and Dahej terminal respectively. Both the arbitration proceedings are still in progress. Pending

conclusion of arbitration and settlement final outcome of the claim is not ascertainable.

j. There are some income tax related matters which are pending at various forum. The potential liability in these case from

AY 2008-09 to AY 2016-17, as on 31st March 2021 would be Rs.1805 lac (Rs. 1,559 lac as on 31 March 2020).

Contingent Assets

The Company has no contingent assets as at 31 March 2021 (Rs Nil as on 31 March 2020).



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39 Segment information

Segment information is presented in respect of the company’s key operating segments. The operating segments are

based on the company’s management and internal reporting structure.

Operating Segments

The Company's Board of Directors have been identified as the Chief Operating Decision Maker ('CODM'), since they are

responsible for all major decision w.r.t. the preparation and execution of business plan, preparation of budget, planning,

expansion, alliance, joint venture, merger and acquisition, and expansion of any new facility. The company has a single

operating segment "Natural Gas Business". Accordingly, there is only one Reportable Segment for the Company which is

"Natural Gas Business", hence no specific disclosures have been made.

Entity wide disclosures

A. Information about products and services

Company primarily operates in one product line, therefore product wise revenue disclosure is not applicable.

B. Information about geographical areas

The major sales of the Company are made to customers which are domiciled in India. Also, all the assets other than

non-current financial assets (investment and loan) of the Company are located in India.

C. Information about major customers (from external customers)

The Company derives revenues from the following customers which amount to 10 per cent or more of an entity’s

revenues:

40 Information on Covid- 19 Impact

The COVID-19 pandemic has caused significant social and economic disruption, all over the globe. The operations of the

Company were not materially interrupted during the lockdown due to outbreak of COVID-19, as natural gas is declared as

one of the essential commodities by the Government of India. The Company’s natural gas purchase and sale contracts are

largely back to back over long term period. Further, due to the strategic location of the LNG Terminal of the Company at

Dahej, Gujarat, it is the most sought-after terminal in India.The Dahej Terminal caters to about 2/3rd of the country’s LNG

imports and meets around 40% of the country’s natural gas demand.The Kochi Terminal caters to a specific region in the

state of Kerala, and is the only source of natural gas in the vicinity. The Company has adopted the best practices for safe

and secured operation of the two LNG terminals during the lockdown period.

As per the market assessments, the Company is of the view that there would be slowdown in the demand of natural gas in

a very short term period during the lockdown, and the demand would bounce back with the gradual easing off of the

lockdown. The Company has evaluated the possible effects on the carrying amounts of property, plant and equipment,

inventory and receivables basis the internal and external sources of information and determined, exercising reasonable

estimates and judgements, that the carrying amounts of these assets are recoverable. Considering the above, and the

Company’s healthy liquidity position, there is no uncertainty in the going concern of the Company and the Company will be

able to meet its financial obligations over the foreseeable future.


Customer For the year ended For the year ended 31 March 2021 31 March 2020

GAIL 13,01,585 18,35,078

IOCL 7,28,115 10,03,445

BPCL 3,68,044 4,52,073

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41 Leases

(a) Nature of leasing activities

The Company has entered into lease arrangements for land, vessels, tugboats and office premises.

(b) Amount Recognised in profit and loss during the year

Amount Amount

Short term leases 649 558

Variable lease payments * 13,624 12,397

14,273 12,955

* The amount recognised in the profit/loss mainly pertains to the variable portion of the LNG vessel and tug hire

charges which are not classified as lease

(c) Reconciliation of Lease liability

For the year ended

31 March 2021 31 March 2020

Opening Balance of Lease liability 3,93,193 -

Transition impact on account of adoption of Ind AS 116 - 3,82,897

Modification during the year (11,854) 1,413

Interest Expenese 32,188 35,285

Foreign exchange adjustments (8,317) 27,682

Repayment of Lease liabilty (46,357) (54,084)

Closing Balance of Lease liability 3,58,853 3,93,193

(d) Future minimum lease payments (corresponding to the Right to Use assets) are as follows:

As on 31 March 2021

Finance charges

Total Amount Payable against

Lease

Net present values of Lease

Liability

Minimum lease payments due:

Within 1 year 56,685 29,997 26,688

1-2 years 58,326 27,534 30,792

2-3years 57,166 24,753 32,413

3-4 years 58,498 21,750 36,747

4-5 years 60,066 18,324 41,742

After 5 years 2,70,192 79,724 1,90,470

Total 5,60,933 2,02,081 3,58,853



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42 The information required to be disclosed under the Micro, Small and Medium Enterprises (Development) Act, 2006 has

been determined to the extent such parties have been identified on the basis of information available with the company.

(a) the principal amount is Rs 865 lac ( Nil as on 31 March 2020) and the interest is Nil ( Nil as on 31 March 2020) due

thereon remaining unpaid to any supplier;

(b) the amount of interest is Nil ( Nil as on 31 March 2020), paid by the buyer in terms of section 16 of the Micro, Small and

Medium Enterprises Development Act, 2006 (27 of 2006), along with the amount of the payment made to the supplier

beyond the appointed day during each accounting year;

(c) the amount of interest due and payable for the period of delay in making payment is Nil ( Nil as on 31 March 2020)

(which has been paid but beyond the appointed day during the year) but without adding the interest specified under the

Micro, Small and Medium Enterprises Development Act, 2006;

(d) the amount of interest accrued and remaining unpaid is Nil ( Nil as on 31 March 2020) at the end of each accounting

year; and

(e) the amount of further interest remaining due and payable Nil ( Nil as on 31 March 2020) even in the succeeding years,

until such date when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of

a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006.

43 Employee benefits

The Company contributes to the following post-employment defined benefit plans in India.

(i) Defined Contribution Plans:

The Company makes contributions towards provident fund and superannuation fund to a defined contribution

retirement benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified

percentage of payroll cost to the retirement benefit plan to fund the benefits.Contribution to the defined contribution

plan, recognised as expenses for the year is as under:

(ii) Defined Benefit Plan:

(a) Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to Group Gratuity cum Life Assurance Schemes administered by the LIC of India.

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at 31 March 2021. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

(b) Post-retirement medical scheme plan (PRMS)

The Company provides Post-Retirement Medical Benefit to its employees . Under the scheme, eligible retired employees of the Company (along with their spouse) are allowed to claim reimbursement against the medical expenses for hospitalisation through insurance policy coverage. The Company has accounted for PRMS for the first time in the current financial year and accordingly comparitive figures have not been disclosed.

For the year ended

31 March 2020

For the year ended

31 March 2021

Contribution to Govt. Provident Fund 511 450

Contribution to Superannuation Fund 638 563


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A. Based on the actuarial valuation obtained in this respect, the following table sets out the status of the Gratuity plan & PRMS and amounts recognised in the Company’s financial statements as at balance sheet date:

31 March 2021 31 March 2020

Gratuity GratuityPost Retirement Medical Scheme

(unfunded)

Post Retirement Medical Scheme

(unfunded)Net defined benefit liability-

Liability (259) (832) - -

Total employee benefit liabililities (259) (832) - -

Non-current - (825) - -

B. Movement in net defined benefit (asset) liability-Gratuity

The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit 1)(asset) /liability and its components:

Defined benefits

obligation

Defined benefits

obligation





31 March 2021 31 March 2020

Balance as at 1 April 1,467 (1,467) - 1,037 (1,011) 26

Included in profit or loss

Current service cost 199 - 199 147 147

Interest cost (income) 102 (102) - 80 (78) 2

301 (102) 199 227 (78) 149

Included in OCI

Remeasurements loss (gain)


- financial assumptions 260 260 212 - 212

- experience adjustment 86 34 120 104 1 105

346 34 380 316 1 317

Other

Contributions paid by the employer (320) (320) - (492) (492)

Benefits paid (78) 78 - (113) 113 -

(78) (242) (320) (113) (379) (492)

Balance as at 31 March 2,036 (1,777) 259 1,467 (1,467) -



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Defined benefits

obligation

Defined benefits

obligation





31 March 2021 31 March 2020

Balance as at 1 April - - - - - -


Current service cost 832 - 832 - - -

Interest cost (income) - - - - - -

832 - 832 - - -

Included in OCI


- financial assumptions - - - - - -

- experience adjustment - - - - - -

Other

Contributions paid by the employer - - - - - -

Benefits paid - - - - - -

Movement in net defined benefit (asset) liability-PRMS

The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit 2)

(asset) /liability and its components of PRMS (Unfunded).

C. Plan assets-Gratuity

31 March 2021 31 March 2020

Funds Managed by Insurer ( investment with insurer) 100% 100%

On an annual basis, an asset-liability matching study is done by the Company whereby the Company contributes the net increase in the actuarial liability to the plan manager in order to manage the liability risk.

D. Actuarial assumptions-Gratuity


The principal assumptions are the discount rate and salary growth rate. The discount rate is based upon the market yields available on government bonds at the accounting date with a term that matches that of liabilities. Salary increase rate takes into account of inflation, seniority, promotion and other relevant factors on long term basis. Valuation aaumptions are as follows which have been selected by the company.

31 March 2021 31 March 2020

Discount rate 6.98% 6.99%

Expected rate of future salary increase 7.00% 6.00%


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31 March 2021 31 March 2020

i) Retirement age (years)

ii) Mortality rates inclusive of provision for disability

iii) Ages

Upto 30 years

From 31 to 44 years

Above 44 years

60 60

b) Demographic assumptions

Withdrawal rate

3.00% 3.00%

2.00% 2.00%

1.00% 1.00%

100% of IALM (2012-14)


Year Amount

Within 1 Year 51

1-2 Year 39

2-3 Year 58

3-4 Year 59

4-5 Year 37

More than 5 Year 87

The company expects to contribute Rs.263 lacs to gratuity fund during next financial year

d) Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

31 March 2021 31 March 2020

Increase Decrease Increase Decrease

Discount rate (0.5% movement) (135) 145 (93) 102

Expected rate of future salary increase (0.5% movement) 145 135 102 (94)

Senstivities due to mortality and withdrawals are not material and hence impact of change not calculated.

Senstivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement and life expectancy are not applicable being a lump sum benefit on retirement.

E. Actuarial assumptions -PRMS


T he principal assumptions are the discount rate & cost growth rate. The discount rate is based upon the market yields available on Government bonds at the accounting date relevant to currency of benefit payments for a term that matches that of the liabilities. Medical cost increase rate is company’s long term best estimate as to cost increases taking into account of inflation, other relevant factors on long term basis as provided in relevant accounting standard. These valuation assumptions are as follows & have been received as input from the company.


Assumptions Rate 31 March 2021

i) Discounting Rate 6.98%

ii) Future Medical Cost Increase 6.00%

a) Outdoor Treatment

b) Indoor Treatment


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b) Demographic Assumptions

Attrition rates are the company’s best estimate of employee turnover in future determined considering factors such as nature of business & industry, retention policy, demand & supply in employment market, standing of the company , business plan, HR Policy etc as provided in the relevant accounting standard. Attrition rates as given below have been received as input from the company.

i) Retirement Age (Years) 60

ii) Mortality rates inclusive of provision for disability IALM (2012 - 14)

iii) Attrition at Ages Withdrawal Rate (%)

Up to 30 Years 3

From 31 to 44 years 2

Above 44 years 1



a) While in service - 100% of IALM (2006-08) rates have been assumed which also includes the allowance for disability benefits.

Mortality Rates inclusive of disability(while in service) for specimen ages

b) After Retirement - 100% of (1996-98) rates have been assumed.

Mortality Rates for specimen ages (Retired Employee)

Age Rate

65 1.39%

70 2.43%

75 4.33%

80 7.08%

85 10.69%

90 15.15%

100 26.65%

Age Mortality Rate

15 0.06%

20 0.09%

25 0.10%

30 0.11%

35 0.13%

40 0.18%

45 0.29%

50 0.49%

55 0.79%

60 1.15%

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1) Sensitivity Analysis of the defined benefit obligation.

a) Impact of the change in discount rate

Present Value of Obligation at the end of the period 832

a) Impact due to increase of 0.50% -82

b) Impact due to decrease of 0.50 % 85

b) Impact of the change in salary increase

832Present Value of Obligation at the end of the period

a) Impact due to increase of 0.50% 86

b) Impact due to decrease of 0.50 % -83

Sensitivities due to mortality & withdrawals are not material & hence impact of change due to these not calculated.

2) Maturity Profile of Defined Benefit Obligation

Year Rs. in lac

a) 0 to 1 year 7

b) 1 to 2 year 9

c) 2 to 3 year 10

d) 3 to 4 year 13

e) 4 to 5 year 15

f) 5 to 6 year 17

g) 6 Year onwards 761

(iii) Other long-term employee benefits:

During the year ended 31 March 2021, the Company has incurred an expense on compensated absences amounting to Rs. 961 lac (previous year Rs. 620 lac). The Company determines the expense for compensated absences basis the actuarial valuation using the Projected Unit Credit Method.



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44 Related Parties (disclosures as per Ind AS 24)

A. Related parties and their relationships

i. Joint Venturer (Promoters)

Indian Oil Corporation Limited (IOCL) Bharat Petroleum Corporation Limited (BPCL) Oil and Natural Gas Corporation Limited (ONGC) GAIL (India) Limited (GAIL)

Joint Ventures / Associates / S in which Joint Venturer is a Venturerubsidiary ONGC Petro Additions Limited (OPAL) Indraprastha Gas Limited (IGL) Mahanagar Gas Limited (MGL) Dahej SEZ Limited (DSL) Hindustan Petroleum Corporation Limited (HPCL) GSPL India Gasnet Limited (GIGL) Adani Total Pvt Ltd (ATPL)

ii. Joint Venture Adani Petronet (Dahej) Port Pvt. Ltd (APPPL). India LNG Transport Co (No 4) Pvt. Ltd. (ILT4)

iii. Subsidiary Petronet Energy Limited (PEL) (wholly owned subsidiary)

iv. Key Managerial Personnel (KMP)

Dr. M. M. Kutty (upto 30.04.2020) Non-Executive Chairman

Shri Tarun Kapoor (w.e.f. 11.05.2020) Non-Executive Chairman

Shri Prabhat Singh (upto 13.09.2020) Managing Director & CEO

Shri Akshay Kumar Singh (w.e.f. 01.02.2021) Managing Director & CEO

Shri Rajender Singh (upto 19.07.2019) Director (Technical)

Shri Pramod Narang (w.e.f. 26.11.2020) Director (Technical)

Shri Vinod Kumar Mishra Director (Finance) & CFO

Shri Sanjiv Singh (upto 30.06.2020) Nominee Director - IOCL

Shri Shrikant Madhav Vaidya (w.e.f. 01.07.2020) Nominee Director - IOCL

Dr. Ashutosh Karnatak (appointed w.e.f. 07.08.20219 upto 27.08.20219. Nominee Director - GAIL

Reappointed as Director w.e.f. 29.08.2019 till 05.05.2020)

Shri B.C. Tripathi (upto 31.07.2019) Nominee Director - GAIL

Shri Manoj Jain (w.e.f. 06.05.2020) Nominee Director - GAIL

Shri Shashi Shanker (upto 31.03.2021) Nominee Director - ONGC

Shri D. Rajkumar (upto 19.07.2020) Nominee Director - BPCL

Shri Arun Kumar Singh (w.e.f. 10.08.2020) Nominee Director - BPCL

Shri Sanjeev Kumar (w.e.f. 04.09.2019) Nominee Director - GMB/ GoG

Dr. T. Natarajan (upto 21.08.2019) Nominee Director - GMB/ GoG

Dr. Jyoti Kiran Shukla (upto 30.03.2021) Independent Director

Shri Sidhartha Pradhan Independent Director

Dr. Siddhartha Shekhar Singh Independent Director


Shri Arun Kumar (w.e.f. 09.04.2019) Independent Director

v. Not for Profit Enterprise Petronet LNG Foundation, a Company limited by guarantee (PLF)


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B. Transactions with the above in the ordinary course of business

Nature of Transaction Party Name For the year ended

31 March 2021 31 March 2020


GAIL 12,31,703 17,61,627

IOCL 6,89,878 9,63,510

BPCL 3,44,565 4,28,972

Sale of RLNG OPAL 14,499 15,277

ONGC 88,665 1,11,632

HPCL - 4,877

IGL - 2,049

GAIL 69,882 73,451

IOCL 38,236 39,935

Regasification Services and Other Services BPCL 23,479 23,102

ONGC 8,061 8,903

MGL - 1

ATPL 3,679 -

Balance Write Off GAIL - (3,930)

Interest Income ILT 4 - 32

Contribution to Foundation PLF 1,455 1,620

Advance received /(adjusted) against long GAIL (3,400) (3,400) IOCL (2,000) (2,000)term regas agreement

BPCL (1,825) (1,630)

ILT4 - (622)

PEL* 275 -

Siddhartha Shekhar Singh 17 7 Sidhartha Pradhan 26 12

Sitting fees/ Commission to the Directors Sunil Kumar Srivastava 23 10

(other than whole time directors) Jyoti Kiran Shukla 23 14

Arun Kumar 18 3

APPPL - 900

ILT4 2,907 -

GAIL 21 267

IOCL 17 1

BPCL 18 2

Reimbursement of expenses GAIL - 103

IOCL 626 526

GAIL 1 1

BPCL 10 1

Dahej SEZ 4 8

Remuneration to Key Managerial Personnel 31 March 2021 31 March 2020

a) short-term employee benefits 361 301

b) post-employment benefits 10 43

c) other long-term benefits 11 36

Total 382 380

Recovery of expenses

Payment of lease and related services

Dividend Received

Loans and Advances given/ (Repaid)


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GAIL** 86,048 77,873

IOCL 51,615 34,969

Amount recoverable at year end BPCL 38,437 35,921

ONGC 6,068 2,696

ATPL 279

Total 1,82,447 1,51,459

GAIL - (54)

Amount Payable at year end IOCL - (111)

Total - (165)

GAIL 35,969 39,092

IOCL 27,141 23,747

BPCL 12,752 16,040

Advance Outstanding at year end ONGC 758 -

PEL* 275 -

ATPL 4,368 -

OPAL 805 2,822

Total 82,068 81,701

Nature of Transaction Party Name As at

31 March 2021 31 March 2020

* The Company has subscribed to share capital amonting to Rs 10 Crore of newly incorporated wholly owned subsidiary Petronet Energy Limited (PEL), which was incorporated on 26 Feb 2021, out of which Rs 2.75 Crore has been paid in advance as share application money. The financials of the PEL has not been considered for consolidation, pending issue of share capital as on 31st March 2021.

** The amount recoverable is net of provision for doubtful debts of Rs 21 lac (Rs 178 lac as on 31 March 2020)

The transactions were made on normal commercial terms and conditions and at market rates.

45 Remuneration to Auditor (exclusive of taxes)

For the year ended

31 March 2021 31 March 2020Particulars

Statutory Audit Fee (including limited review fees) 22 22

Tax audit and Audit of unitwise of financials 7 7

Taxation Services 6 6

Fees for certification 7 7

Reimbursement of expenses - 1

Total 42 43

46 Corporate Social Responsibility

As per provisions of section 135 of the Companies Act, 2013, the Company has to incur at least 2% of average net profits of the preceding three financial years towards Corporate Social Responsibility (“CSR”). Accordingly, a CSR committee has been formed for carrying out CSR activities as per the Schedule VII of the Companies Act, 2013.Details are as under:


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Amount required to spent as per section 135 of the Companies Act, 2013 6,342

Amount approved by the board to be spent during the year 9,900

Amount spent during the year on

(i) Construction / acquisition of any asset -

(ii) On purposes other than (i) above 1,900

Amount yet to be spent 4,442


31 March 2021


31 March 2021

Unspent CSR amount in respect of ongoing projects (as per Section 135(6) of the Companies Act, 2013)

Unspent CSR amount in respect of other than ongoing projects (as per Section 135(5) of the Companies Act, 2013)


Contribution Towards -

Health care 906

War Widows Welfare 404

Education 341

Misc Head 159

Admin Expenses 90

Accrual towards unspent obligation in relation to

Ongoing project 3187

Other than Ongoing project 1255

Total 6,342

Amount recognized in statement of profit and loss 6,342

CSR expense from unspent ongoing CSR project Bank

account

Opening Balance

-

Amount deposited in unspent


Amount deposited in Specified Fund of Sch. VII within

6 months

-

Date of Deposit in Bank

ClosingBalance

1255

Amount to be deposited in unspent


Amount required to be deposited in

Specified Fund of Sch. VII within 6 months

1255

3187 3187 30.04.2021-


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47 Financial instruments – Fair values and risk management I. Fair value measurements A. Financial instruments by category


FVTPL Amortised Cost FVTPL Amortised Cost

Financial assets

Non-current investments 0.13 - 0.13 -

Loans - 2,122 - 2,231

Other non-current financial assets - 451 - 5,437

Current investments 138,519 - 18,467 -

Trade receivables - 1,87,453 - 1,60,257

Cash and cash equivalents - 84,933 - 97,602

Bank balances other than above - 3,49,301 - 3,45,599

Other current financial assets - 18,639 - 30,852

138,519 6,42,899 18,467 6,41,978


Borrowings - 2,300 - 6,439

Lease Liability - 3,32,165 - 3,58,851

Trade payables - 1,03,545 - 1,16,607

Other financial liabilities - 39,618 - 48,179

- 4,77,628 - 5,30,076

B. Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are:

(a) recognised and measured at fair value and

(b) measured at amortised cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.


As at 31 March 2021


Financial assets

Financial Investments at FVTPL

Investments


Mutual funds 1,38,519 - - 1,38,519

Total financial assets 1,38,519 - 0.13 1,38,519


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As at 31 March 2021


Financial assets

Loans - - 2,122 2,122

Other non-current financial assets - - 451 451







Borrowings - - 2,300 2,300

Lease Liabiltiy - - 3,32,165 3,32,165

Trade payables - - 1,03,545 1,03,545



As at 31 March 2020


Financial assets

Financial Investments at FVPL

Investments


Mutual funds 18,467 - - 18,467

Cross currency interest rate swaps - - - -

Total financial assets 18,467 - 0.13 18,467



Financial assets

Loans - - 2,231 2,231

Other non-current financial assets - - 5,437 5,437







Borrowings - - 6,439 6,439

Lease Liabiltiy 3,58,851 3,58,851

Trade payables - - 1,16,607 1,16,607



As at 31 March 2020




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Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-thecounter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

There are no transfers between level 1 and level 2 during the year

Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments

- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date

- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

All of the resulting fair value estimates are included in level 2 except for unlisted equity securities and preference shares, where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.

Fair value measurements using significant unobservable inputs (level 3)

Unlisted equity shares 31 March 2021 31 March 2020

Opening balance 0.13 0.13

Acquisitions - -

Gains/losses recognised in profit or loss - -

Closing balance 0.13 0.13

Valuation process

The amount invested and fair value of unquoted equity shares as on 31 march 2021 is Rs 0.13 (Rs 0.13 as on 31 March 2020). The fair value is determined using level 3 input i.e. discounted cash flows.

C. Fair value of financial assets and liabilities measured at amortised cost



Financial assets

Loans 2,122 2,122 2,231 2,231

Other non-current financial assets 451 451 5,437 5,437

Trade receivables 1,87,453 1,87,453 1,60,257 1,60,257

Cash and cash equivalents 84,933 84,933 97,602 97,602

Bank balances other than above 3,49,301 3,49,301 3,45,599 3,45,599

Other current financial assets 18,639 18,639 30,852 30,852

6,42,899 6,42,899 6,41,978 6,41,978


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The carrying amounts of trade receivables, trade payables, capital creditors, cash and cash equivalents, current maturities of long term debt, unpaid dividend, and other payable for capital goods are considered to be the same as their fair values, due to their short-term nature.

The fair values for loans were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit

The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.




Borrowings 2,300 2,300 6,439 6,439

Lease Liability 3,32,165 3,32,165 3,58,851 3,58,851

Trade payables 1,03,545 1,03,545 1,16,607 1,16,607

Other financial liabilities 39,618 39,618 48,179 48,179

4,77,628 4,77,628 5,30,076 5,30,076

II. Financial risk management

The Company has exposure to the following risks arising from financial instruments:-

- credit risk;

- liquidity risk; and

- market risk

Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has established the Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports regularly to the board of directors on its activities.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company's Audit Committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

I. Credit risk

The Company has made investments in Debt based Mutual Funds. These Mutual funds invests in NCD / Bonds / CP / CD of various companies and banks. In case, the investee company defaults on repayment, such losses may have to be borne by the investors of Mutual funds.

Company generally takes Stand by Letter of Credit (SBLC) from its customers, the exceptions being its Promoters namely BPCL, GAIL, IOCL and ONGC. Option to take SBLC from Promoter is also being explored by the Company.



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The Company establishes an allowance for impairment that represents its estimate of expected credit losses in respect of trade and other receivables. Basis the evaluation, the management has determined that there are credit impairment loss on the trade and other receivables.

The gross carrying amount of trade receivables is Rs. 1,87,474 lac (31 March 2020 – Rs. 1,60,435 lac).

During the period, provision amounting to Rs 21 lac for doubtful debts as on 31 March 2021, has been netted off against trade receivables. The Company management also pursue all options for recovery of dues wherever necessary based on its internal assessment. A default on a financial asset is generally when counter party fails to make payments within 365 days when they fall due.

Reconciliation of loss allowance provision – Trade receivables

31 March 2021 31 March 2020

Opening balance 178 4,109

Changes in loss allowance calculated at life time expected credit losses (157) (3,931)

Closing balance 21 178

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows. This is generally carried out at local level in accordance with practice and limits set by the Company. These limits vary by location to take into account the liquidity of the market in which the entity operates. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies , considering the level of liquid assets necessary, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

As on 31 March 2021

As on 31 March 2020

Floating rate

Expiring within one year (bank overdraft and other facilities)

- Fund/ Non fund based (secured) 207,339 256,045

Total 207,339 256,045

The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice. Subject to the continuance of satisfactory credit ratings, the bank loan facilities may be drawn at any time in INR and have an average maturity of 1 year (as at 31 March 2020 - 1 year ).

(b) Maturities of financial liabilities

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and excluding contractual interest payments and exclude the impact of netting agreements.


(a) Financial arrangement

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2021


upto 6 months

6 months to 1 year



More than 5 years

Non-derivative financial liabilities Borrowings 2,300 - - -- 2,300


3,58,853 13,188 13,500 30,792 1,10,903 1,90,470

Trade payables 1,03,545 1,03,545 - - -



Unpaid dividend

Other payables for:

2,001 2,001

- Capital goods


6,439 6,439 -

349 103 25 70 8144

Total Non- derivative liabilities 4,77,628 1,27,116 15,825 33,162 1,11,046 1,90,478

-


2020


upto 6 months

6 months to 1 year



More than 5 years

Non-derivative financial liabilities Borrowings 6,439 - 6,439


3,93,193 20,676 13,666 26,688 99,952 2,32,211

Trade payables 1,16,607 1,16,607 - - -



Unpaid dividend

Other payables for:

1,519 1,519

- Capital goods


8,447 8,447 -

188 77 9 7 95

Total non- derivative liabilities 5,30,076 1,49,168 15,516 33,134 99,952 2,32,306

-

iii. Market risk

Market risk is the risk that changes in market prices – such as commodity prices (LNG), foreign exchange rates and interest rates – will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) Price risk

To protect the company from fluctuation of commodity prices, same are passed through to the off-takers in long term contract. In spot or short term contract, they are generally pass through to the customers except in few cases, up to 2 cargo load, where the company keeps the commodity price risk with themselves to take benefit from market fluctuation.



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246

Financial asset

Trade payables 196 95,571

Lease Liability - 3,23,809

Other payables for Capital goods - 1,305

Net exposure to foreign currency risk(liabilites) 196 4,20,685

Net statement of financial position exposure 196 4,18,563

Exposure to currency risk

The Company's exposure to currency risk is as follows:

As at 31 March 2021

EUR USD

Financial asset

Loan - 2,122

Net exposure to foreign currency risk(assets) - 2,122

As at 31 March 2020

USD

Financial asset

Loan 2,231

Net exposure to foreign currency risk(assets) 2,231

Financial Liabilities

Trade payables 1,09,970

Lease Liability 3,55,497

Other payables for Capital goods 1,994

Net exposure to foreign currency risk(liabilites) 4,67,461

Net statement of financial position exposure 4,65,230

b) Currency risk

PLL imports LNG mainly from Qatar and Australia through long term chartered vessels. The foreign exchange involved in making payment to LNG suppliers, loading port charges and shipper is recovered from off-takers / customers under sale contract, both long term and short term. Company does not take any exposure on account of currency in Foreign Currency Loans by parallely taking derivatives to hedge against the the foreign exchange fluctuation on loan, if any. In respect of other payments on account of repair and capex of plant, operating expenses of plant and corporate offices etc. same are monitored on a regular basis to keep the open position at an acceptable level.


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Sensitivity analysis

A reasonably possible strengthening (weakening) of the INR against all other currencies at 31 March would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables (in particular interest rates) remains constant.

Impact of 10% movement in foreign exchange conversion rate


Strengthening Weakening Strengthening Weakening

31 March 2021

USD 31,322 (31,322) 31,322 (31,322)

EUR 15 (15) 15 (15)

31 March 2020

USD 34,813 (34,813) 34,813 (34,813)

c) Interest rate risk

The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company cash flow to interest rate risk. Company policy is to maintain most of its borrowings at fixed rate using interest rate swaps to achieve this when necessary especially if the borrowing is made in foreign currency. Company has some amount of loan taken from International Finance Corporation, which is at variable rate. The Company ensures that such amount is kept at an acceptable level. The investment of surplus funds made by company in debt based of mutual funds is also subject to this risk. Company makes investment in a manner which minimises such risk and also takes regular feedback from the market experts on such investments. The Company has also given loans to India LNG Transport Company (No. 3) Limited, Malta which is at Bank Rate and any change in Bank Rate will impact the earnings.

Exposure to interest rate risk

The interest rate profile of the Group’s interest-bearing financial instruments as reported to the management of the Group is as follows.

Nominal Amount

Variable-rate instruments

Financial assets

- Loan 2,122 2,231


- Variable rate borrowing 6,440 10,120

8,562 12,351

31 March 202031 March 2021

31 March 2021






31 March 2020




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Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss, and the Company does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

Cash flow sensitivity analysis for variable-rate instruments

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.


31 March 2021



31 March 2020



100 bpincrease

100 bpdecrease

100 bpincrease

100 bpdecrease

A change of 100 basis points in interest rates would have increased or decreased equity by Rs. 32 lac after tax (Previous year Rs. 59 lac). This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

48 Capital management

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital on a yearly basis as well as the level of dividends to ordinary shareholders which is given based on approved dividend policy.

The board of directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position.


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49 Additional information, as required under Schedule III of the Companies Act, 2013 of enterprises consolidated as joint ventures

Name of Enterprise

Net assets i.e. (Total assets minus

total liabilites)

Share in profit or loss

Share in other comprehensive

income

Share in total comprehensive

income

As % of Consolidated Assets

AmountAs % of Consolidated Proft



Amount


Name of Enterprise

Net assets i.e. (Total assets minus

total liabilites)

Share in profit or loss

Share in other comprehensive

income

Share in total comprehensive

income

As % of Consolidated Assets




Amount

Parent 97% 11,48,512 99% 2,92,030 87% (284) 99% 2,91,746

Joint Venture (Investments as per

equity method)

Indian

Adani Petronet (Dahej) Port Pvt. Ltd 2% 24,723 1% 2,257 13% (41) 1% 2,216

Foreign

India LNG Transport Co (No 4) Pvt. Ltd. 1% 7,455 - (364) - - - (364)

Total 100% 11,80,690 100% 2,93,923 100% (325) 100% 2,93,598

Parent 97% 10,78,859 99% 2,68,860 84% (237) 99% 2,68,623

Joint Venture (Investments as per

equity method)

Indian

Adani Petronet (Dahej) Port Pvt. Ltd 2% 22,507 1% 2,020 16% (46) 1% 1,974

Foreign

India LNG Transport Co (No 4) Pvt. Ltd. 1% 10,726 (545) - - (545)

Total 100% 11,12,092 100% 2,70,335 100% (283) 100% 2,70,052


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50 Statement persuant to Section 129(3) of the Companies Act, 2013 related to Joint Venture (Form AOC-1)

1 Name of Joint Venture Adani Petronet (Dahej) India LNG Transport Port Pvt. Ltd. Co (No 4) Pvt. Ltd.

2 Last Audited Balance Sheet Date 31 Mar 2021 31 Dec 2020

3 Shares of the Joint Ventures held by the Company on the year end

Number 9,00,00,000 1,10,36,558

Amount of Investment in Joint Venture 9,000 7,438

Extent of Holding (In %) 26% 26%

4 Description of How there is significant influance Joint Venture Agreement Joint Venture

5 Reason why the Joint Venture is not considered N.A. N.A.

6 Net Worth attributable to shareholding as per latest audited balance sheet 24,723 7,455

7 Profit/loss for the year

i. Considered in Consolidation 2,216 (364)

ii. Not Considered in Consolidation - -









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rdInstructions for remote e-voting and e-voting during 23 AGM

1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements)

th th th thRegulations 2015 (as amended), and MCA Circulars dated 8 April, 2020, 13 April, 2020, 5 May, 2020and 13 January, 2021 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

2. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

3. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

th4. Pursuant to MCA Circular No. 14/2020 dated 8 April, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

th5. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated 13 April, 2020, the Notice calling the AGM has been uploaded on the website of the Company at https://www.petronetlng.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.

INSTRUCTIONS FOR REMOTE E-VOTING AND E-VOTING DURING AGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

th th (i) The voting period begins on Friday, 24 September, 2021 at 9:00 a.m. and ends on Monday, 27 September, 2021 at 5:00 p.m. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on

st the cut-off date Tuesday, 21 September, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Once the vote on a resolution is cast by the member through remote e-voting, the member shall not be allowed to change it subsequently or cast the vote again.

(iii) The voting rights shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date.

(iv) Any person, who acquires shares of the Company and becomes Member of the Company after dispatch of the Notice electronically or whose email id is not registered with the Company / RTA / Respective DP and holding shares as on the cut-

stoff date i.e. Tuesday, 21 September, 2021, may obtain the login ID and password by sending a request to RTA at [email protected].

(v) A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date shall be entitled to avail the facility of remote e-voting as well as voting at the 23rd AGM electronically. A person who is not a member as on cut-off date should treat this Notice for information purposes only.

(vi) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.


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(vii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:


Login Method


1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi.

2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL, so that the user can visit the e-Voting service providers’ website i.e. www.cdslindia.com directly.

3) I f the user is not registered for Easi /Easiest , opt ion to register is avai lable at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.


1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders (holding securities in demat mode) login through their Depository Participants

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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type Helpdesk details


Individual Shareholders holding securities in Demat mode with NSDL

Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at 022- 23058738 and 22-23058542-43.

Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30

(viii) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

1) The shareholders should log on to the e-voting website www.evotingindia.com.

2) Click on “Shareholders” module.

3) Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

4) Next enter the Image Verification as displayed and Click on Login.

5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

6) If you are a first-time user follow the steps given below:

For shareholders holding shares in Demat Form other than individual and physical form

PAN

Dividend Bank Details OR Date of Birth (DOB)

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

• If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (viii).

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for Petronet LNG Limited.

(xiii)On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv)Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

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(xv) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi)Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii)You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xviii)If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xix)Facility for Non – Individual Shareholders and Custodians –Remote Voting

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at [email protected] and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected] and [email protected]. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/fol io number, email id, mobile number at [email protected] and [email protected]. These queries will be replied to by the company suitably by email.

8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

9. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

10. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, th(CDSL), Central Depository Services (India) Limited, A Wing, 25 Floor, Marathon Futurex, Mafatlal Mill Compounds,

N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

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RegisteredOffice

World Trade Centre, Babar Road, Barakhamba Lane, New Delhi- 110 001 Tele: +91 11 23411411, 23472525 Fax: +91 11 23472550

Website: www.petronetlng.in Email: [email protected]: L74899DL1998PLC093073

PETRONET .. c;.

LIMITED

Petronet LNG Limited

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